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China Longevity Group Company Limited Proxy Solicitation & Information Statement 2025
50225_rns_2025-04-28_20fa2197-9074-4c38-87bc-4357f9003902.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 about this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Longevity Group Company Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy 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 the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
CHINA LONGEVITY GROUP COMPANY LIMITED
中國龍天集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1863)
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company ("AGM") to be held at Sijia Industrial Garden Zone, Huanxi Town, Jinan District, Fuzhou, PRC on 13 June 2025 at 10:30 a.m. is set out on pages AGM-1 to AGM-4 of this circular.
Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the commencement of the AGM or any adjournment thereof (i.e., no later than 10:30 a.m. on 11 June 2025 (Hong Kong time)). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
Hong Kong, 28 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I — EXPLANATORY STATEMENT ON
REPURCHASE MANDATE ... APP I-1
APPENDIX II — BIOGRAPHIES OF DIRECTORS TO BE RE-ELECTED ... APP II-1
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" the annual general meeting of the Company to be convened and held on 13 June 2025 at 10:30 a.m.;
"Articles" or "Articles of Association" the articles of association of the Company currently in force;
"Audit Committee" the audit committee of the Board;
"Board" the board of Directors;
"close associate(s)" has the meaning ascribed to this term under the Listing Rules;
"Company" China Longevity Group Company Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange;
"Corporate Governance Code" the corporate governance code contained in Appendix CI to the Listing Rules;
"core connected person" has the meaning ascribed to this term under the Listing Rules;
"Director(s)" the director(s) of the Company;
"General Mandates" the Issuance Mandate and the Repurchase Mandate;
"Group" the Company and all of its subsidiaries;
"HK$" Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong" Hong Kong Special Administrative Region of the People's Republic of China;
"Issuance Mandate" the issuance mandate proposed to be granted to the Directors at the AGM to issue further new Shares not exceeding 20% of the total number of issued Shares (excluding treasury shares) of the Company as at the date of granting of the Issuance Mandate;
"Latest Practicable Date" 17 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular;
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;
- 1 -
DEFINITIONS
| “Memorandum” or
“Memorandum of
Association” | the memorandum of association of the Company currently in force; |
| --- | --- |
| “Nomination Committee” | the nomination committee of the Board; |
| “Remuneration Committee” | the remuneration committee of the Board; |
| “Repurchase Mandate” | the repurchase mandate proposed to be granted to the Directors at the AGM to repurchase up to 10% of the total number of issued Shares (excluding treasury shares) of the Company as at the date of granting of the Repurchase Mandate; |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); |
| “Share(s)” | ordinary share(s) of HK$0.001 each in the share capital of the Company; |
| “Shareholder(s)” | holder(s) of the Share(s); |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited; |
| “Takeovers Code” | The Codes on Takeovers and Mergers and Share Buy-backs as amended, supplemented or otherwise modified from time to time; |
| “treasury shares” | has the meaning ascribed to it under the Listing Rules; and |
| “%” | per cent. |
- 2 -
LETTER FROM THE BOARD
CHINA LONGEVITY GROUP COMPANY LIMITED
中國龍天集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1863)
Executive Directors:
Mr. Liu Jun (Chairman)
Mr. Jiang Shisheng
Mr. Gao Juwen
Independent Non-executive Directors:
Mr. Lau Chun Pong
Mr. Lu Jiayu
Ms. Jiang Ping
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head office and Principal place of business in Hong Kong:
Room 1307, New East Ocean Centre,
9 Science Museum Road,
Tsimshatsui East,
Kowloon, Hong Kong
28 April 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purposes of this circular are to provide you with information in respect of the resolutions to be proposed at the AGM and to seek the Shareholders’ approval at the AGM for, among other things, (i) the grant of the General Mandates to the Directors; and (ii) the re-election of Directors and to give you the notice of the AGM.
LETTER FROM THE BOARD
GENERAL MANDATES
At the AGM, the Directors propose to seek the approval of the Shareholders to grant the General Mandates to the Directors.
Issuance Mandate
At the AGM, an ordinary resolution will be proposed such that the Directors be given the Issuance Mandate to allot, issue and deal with Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of granting of the Issuance Mandate.
As at the Latest Practicable Date, the Company has an aggregate of 852,612,470 Shares in issue. Subject to the passing of the resolutions for the approval of the Issuance Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Issuance Mandate to allot, issue and deal with a maximum of 170,522,494 Shares.
Repurchase Mandate
At the AGM, an ordinary resolution will also be proposed such that the Directors be given the Repurchase Mandate on the Stock Exchange of an aggregate amount of up to 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of granting of the Repurchase Mandate.
Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 85,261,247 Shares on the basis of 852,612,470 Shares in issue (excluding treasury shares, if any) as at the date of the passing of the relevant resolution assuming no issue of new Shares takes place between the Latest Practicable Date and the date of the AGM.
The General Mandates shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandates up to 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, the Companies Act (Cap. 22 of the Cayman Islands, as consolidated and revised) or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the General Mandates by ordinary resolution of the Shareholders in general meeting.
LETTER FROM THE BOARD
An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.
RE-ELECTION OF DIRECTORS
Pursuant to Article 84(1) of the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three (3) years. Article 84(2) of the Articles provides that the Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election.
Pursuant to code provision B.2.2 of the Corporate Governance Code, every director including those appointed for a specific term, should be subject to retirement by rotation at least once every three (3) years.
Accordingly, each of Mr. Gao Juwen, an executive Director, Mr. Lu Jiayu, an independent non-executive Director and Ms. Jiang Ping, an independent non-executive Director will retire by rotation at the AGM, and being eligible, offer themselves for re-election at the AGM.
The brief biographical details including their perspectives, skills and experience of each of Mr. Gao Juwen, Mr. Lu Jiayu and Ms. Jiang Ping are set out in Appendix II to this circular.
Recommendation by the Nomination Committee with respect to the independent non-executive Directors subject to re-election at the AGM
The Nomination Committee has received and reviewed the written confirmation of independence of each of Mr. Lu Jiayu and Ms. Jiang Ping, respectively who has offered themselves for re-election at the AGM and assessed their independence based on the independence criteria as set out in the Rule 3.13 of the Listing Rules and are satisfied that they remain independent in accordance with Rule 3.13 of the Listing Rules.
In addition, the Nomination Committee evaluated the performance of each at Mr. Lu Jiayu and Ms. Jiang Ping, respectively and are of the view that they have provided valuable contributions to the Company and have demonstrated their ability to provide independent, balanced and objective views to the Company's affairs. The Nomination Committee is of the view that each of Mr. Lu Jiayu and Ms. Jiang Ping, respectively would bring to the Board their own perspectives, skills and experience, as set out in Appendix II to this circular.
Taking into account various diversity aspects as set out in the board diversity policy of the Company, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, the Nomination Committee considers that each of Mr. Lu Jiayu and Ms. Jiang Ping, respectively can contribute to the diversity of the Board.
LETTER FROM THE BOARD
Therefore, the Board, with the recommendation of the Nomination Committee, has nominated each of Mr. Lu Jiayu and Ms. Jiang Ping, respectively for re-election as independent non-executive Directors at the AGM.
FINAL DIVIDEND
The Board does not recommend the payment of a final dividend for the year ended 31 December 2024.
ANNUAL GENERAL MEETING
A notice of AGM, which contains, among others, ordinary resolutions to approve the proposed grant of the Issuance Mandate and the Repurchase Mandate, and the proposed re-election of Directors is set out on pages AGM-1 to AGM-4 of this circular.
A form of proxy for use of the AGM is enclosed with this circular. Whether or not you intend to attend at the AGM, you are requested to complete the proxy form and return it in accordance with the instructions printed thereon as soon as possible and, in any event, so as to be received not less than forty-eight (48) hours before the time fixed for holding the meeting (i.e., no later than 10:30 a.m. on 11 June 2025 (Hong Kong time)). The completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjournment thereof.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders of a company at a general meeting must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM in accordance with the Articles. Each Shareholder who has the right to attend and vote at the AGM is entitled to appoint one or more proxies, whether they are Shareholders or not, to attend and vote at the AGM on his behalf.
An announcement on the poll results will be published by the Company on the date of the AGM in the manner as prescribed under Rule 13.39(5) of the Listing Rules. The results of the poll shall be deemed to be the resolution of the general meeting in which the poll was demanded or required and the poll results will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chinalongevity.hk).
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 are no other matters the omission of which would make any statement herein or this circular misleading.
- 6 -
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the resolutions to be proposed at the AGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM.
By order of the Board
China Longevity Group Company Limited
Liu Jin
Chairman
- 7 -
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This Appendix serves as an explanatory statement related to the Repurchase Mandate, as required by the Listing Rules, to provide requisite information necessary to enable you to make an informed decision on whether to vote for or against such resolution.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 852,612,470 fully paid Shares.
Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 85,261,247 fully paid Shares (excluding treasury shares, if any), representing 10% of the issued share capital of the Company as at the date of passing of the resolution.
2. REASONS FOR THE REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and its Shareholders as a whole.
3. FUNDING OF REPURCHASES
Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available under the applicable laws of the Cayman Islands, the Listing Rules, the Memorandum of Association and the Articles of Association for such purpose.
4. MATERIAL ADVERSE CHANGE
An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company as compared with those as at 31 December 2024, being the date of its most recent published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.
5. DISCLOSURE OF INTERESTS, TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any close associates (as defined under the Listing Rules), have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM.
The Directors will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.
- APP I-1 -
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, 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 could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, the following Shareholders are interested in more than 5% of the shares then in issue:
| Number of shareholding | Long/Short position | Capacity/Nature of interest | Name of shares held | Approximate percentage of shareholding in the Company | Approximate percentage of shareholding if the Repurchase Mandate is exercised in full |
|---|---|---|---|---|---|
| Hopeland International Holdings Company Limited (Note 1) | Long position | Beneficial owner | 410,886,000 | 48.19% | 53.55% |
| Lin Shengxiong (Note 1) | Long position | Interests in controlled corporation | 410,886,000 | 48.19% | 53.55% |
| Lin Hongting (Note 2) | Long position | Interests of spouse | 410,886,000 | 48.19% | 53.55% |
| Glory Bright Investments Enterprise Limited (Note 3) | Long position | Beneficial owner | 59,011,000 | 6.92% | 7.69% |
| Lin Wanpeng (Note 3) | Long position | Interests in controlled corporation | 59,011,000 | 6.92% | 7.69% |
| Wang Huiqing (Note 4) | Long position | Interests of spouse | 59,011,000 | 6.92% | 7.69% |
Notes:
- As at the Latest Practicable Date, the entire issued share capital of Hopeland International Holdings Company Limited is beneficially owned by Lin Shengxiong who is deemed to be interested in the Shares held by Hopeland International Holdings Company Limited pursuant to the SFO. Mr. Lin Shengxiong, is a former executive Director of the Company and has tendered his resignation with effect from 1 December 2022 due to his own plan of career development.
-
As at the Latest Practicable Date, Lin Hongting is the spouse of Lin Shengxiong, and therefore is deemed to be interested in the Shares in which Lin Shengxiong is interested for the purposes of the SFO.
-
APP I-2 -
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
-
As at the Latest Practicable Date, the entire issued share capital of Glory Bright Investments Enterprise Limited is beneficially owned by Lin Wanpeng who is deemed to be interested in the Shares held by Glory Bright Investments Enterprise Limited pursuant to the SFO.
-
As at the Latest Practicable Date, Wang Huiqing is the spouse of Lin Wanpeng, and therefore is deemed to be interested in the Shares in which Lin Wanpeng is interested for the purposes of the SFO.
Save as disclosed above, no other interest or short position in the Shares and underlying Shares of the Company were recorded in the register required to be kept under section 336 of the SFO as at the Latest Practicable Date.
On the basis of the current shareholdings of the above Shareholders, so far as the Directors are aware, an exercise of the Repurchase Mandate in full will not result in any Shareholders becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of any persons to make a general offer under the Takeovers Code or the number of shares in the hands of the public falling below the prescribed minimum percentage of 25%.
6. SHARE REPURCHASES MADE BY THE COMPANY
The Company did not purchase any of its Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.
The Company has no present intention whether it may cancel any Shares it purchased through the Repurchase Mandate and/or hold them as treasury shares. The arrangement to deal with the repurchased Shares shall be subject to the market conditions and the capital management needs of the Company at the relevant time of the repurchases, and it will be in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands. Further disclosures will be made by the Company as and when there are Share repurchases conducted by the Company under the Repurchase Mandate.
7. REPURCHASE OF SECURITIES FROM CONNECTED PARTIES
The Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a "core connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to sell any of the Shares held by him/her/ it to the Company, in the event that the Repurchase Mandate is authorised.
8. SHARE PRICES
The trading in the Shares has been suspended since 14 February 2013 and the Share price at that time was HK$1.37 per Share.
- APP I-3 -
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
9. CONFIRMATION BY THE COMPANY
To the best knowledge of the Company, the Company confirms that neither the explanatory statement nor the Repurchase Mandate has any unusual features.
- APP I-4 -
APPENDIX II
BIOGRAPHIES OF DIRECTORS TO BE RE-ELECTED
DIRECTORS PROPOSED TO BE RE-ELECTED
The biographical details of each of the retiring Directors proposed to be re-elected at the AGM are set out as follows:
Executive Director
Mr. Gao Juwen (高居文先生)
Mr. Gao Juwen (高居文先生) (“Mr. Gao”), aged 38, has been working as an executive Director since December 2022 and the general manager of Fuqing Company (福清公司) under the Group (Fujian Sijia New Materials Technology Co., Ltd. (福建思嘉新材料科技有限公司)), is generally responsible for the preparation and operation management in the early stage of the industrial park construction project of the Company and the promotion and implementation of the construction of the said project; the implementation and execution of the actions set out in the resolutions of the Group and the maintenance of external relations of Fuqing Company. Joined the Group in January 2021, Mr. Gao served as a financial manager, business procurement manager and co-founder successively in three companies covering clothing, outdoor products and incubator management during the 17 years prior to joining the Group, specializing in corporate finance management and brand operation. Mr. Gao was educated in public affairs management at Communication University of China* (中國傳媒大學) and participated in drafting and filing several patents for the Company.
Save as disclosed above, Mr. Gao (i) has not held any other positions in the Company or other members of the Group; (ii) has not held any other directorships in any public companies which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any other major appointments and professional qualifications; (iv) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the Listing Rules) of the Company; and (v) does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571) (the "SFO").
Mr. Gao has entered into a service contract with the Company for a term of three years commencing from 1 December 2022, and is subject to rotation, retirement and re-election at annual general meeting of the Company pursuant to the Articles of Association. Mr. Gao will receive an annual remuneration of RMB240,000 (which is determined after taking into account his qualification and working experience, as well as the prevailing market condition and the Company's policy).
Save as disclosed above, there are no other matters which need to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Gao's re-election.
- for identification purpose only
APPENDIX II
BIOGRAPHIES OF DIRECTORS TO BE RE-ELECTED
Independent non-executive Directors
Mr. Lu Jiayu (盧佳譽先生)
Mr. Lu Jiayu (盧佳譽先生) (“Mr. Lu”) aged 59, has been serving as an independent non-executive Director since July 2017. Mr. Lu has extensive experience in accounting, marketing, and business management. Prior to joining the Company, Mr. Lu held various positions in Youxi County Agricultural and Mechanical Company(尤溪縣農業機械公司) from July 1985 to December 1996. From January 1996 to January 2004, Mr. Lu worked in the Xiamen Liangxing Chemical and Industrial Company(廈門聯星化學工業公司) and was promoted to the position of associate general manager before he left his employment. In February 2004, Mr. Lu joined Fujian Shenlangxiang Cooking Oil (Group) Company(福建沈郎鄉食用油(集團)公司) as its associate general manager in sales department and was promoted to general manager of its Fuzhou branch company before he left his employment in May 2008. From June 2008 to June 2014, Mr. Lu was the director of Youxi County People's Government Office in Fuzhou(尤溪縣人民政府駐福州辦事處). Mr. Lu was the legal representative and general manager of Fujian Xulong Cultural Industry Company Limited(福建旭隆文化產業有限公司). Mr. Lu served as the executive chairman of Youxi Chamber of Fuzhou Commerce(福州尤溪商會) since June 2012 and the secretary general of Sanming Chamber of Commerce of Fuzhou City(福州市三明商會) in 2018. Mr. Lu graduated from the Fujian Radio and Television University(福建廣播電視大學) in 1994.
Save as disclosed above, Mr. Lu (i) has not held any other positions in the Company or other members of the Group; (ii) has not held any other directorships in any public companies which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any other major appointments and professional qualifications; (iv) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the Listing Rules) of the Company; and (v) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
Mr. Lu has entered into a letter of appointment with the Company for a term of three years commencing from 27 July 2023, and is subject to rotation, retirement and re-election at annual general meeting of the Company pursuant to the Articles of Association. Mr. Lu will receive an annual remuneration of RMB60,000 (which is determined after taking into account his qualification and working experience, as well as the prevailing market condition and the Company's policy).
The Company has received from Mr. Lu a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Company considers the independence of Mr. Lu acceptable.
Save as disclosed above, there are no other matters which need to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Lu's re-election.
- APP II-2 -
APPENDIX II
BIOGRAPHIES OF DIRECTORS TO BE RE-ELECTED
Ms. Jiang Ping(姜萍女士)
Ms. Jiang Ping (姜萍女士) (“Ms. Jiang”), aged 60, has been serving as independent non-executive Director since July 2017. Ms. Jiang has over 20 years of experience in accounting, audit and finance management. Prior to joining the Company, Ms. Jiang held various positions in Shenyang First Food Plant(瀋陽市第一食品廠) from August 1986 to October 1992. From October 1992 to July 1997, Ms. Jiang has worked for the China Chemical & Light Industrial materials Corporation and Shenyang Chemical Joint Company(中國化工輕工材料總公司瀋陽化工聯合公司), where she was responsible for preparing statistical statements and auditing of product costs. From July 1997 to May 1999, Ms. Jiang held various positions in accounting at Shenyang Food Manufacturing Company Limited (瀋陽食品釀造有限公司) and was the financial manager before she left her employment. From May 1999 to March 2008, Ms. Jiang worked for Liaoning Huashang Certified Public Accountant Company Limited(遼寧華商會計師事務所有限責任公司) and was responsible for various auditing duties. Since March 2008, Ms. Jiang held the position of executive director and general manager of Shenyang Linghang Finance and Taxation Company Limited(瀋陽領航財稅事務有限公司). Ms. Jiang graduated from the Shenyang Industrial College(瀋陽工業學院) (currently known as Shenyang University of Technology(瀋陽理工大學)) in 1999.
Save as disclosed above, Ms. Jiang (i) has not held any other positions in the Company or other members of the Group; (ii) has not held any other directorships in any public companies which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any other major appointments and professional qualifications; (iv) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the Listing Rules) of the Company; and (v) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
Ms. Jiang has entered into a letter of appointment with the Company for a term of three years commencing from 27 July 2023, and is subject to rotation, retirement and re-election at annual general meeting pursuant to the Articles of Association. Ms. Jiang will receive an annual remuneration of RMB60,000 (which is determined after taking into account his qualification and working experience, as well as the prevailing market condition and the Company's policy).
The Company has received from Ms. Jiang a confirmation of her independence pursuant to Rule 3.13 of the Listing Rules. The Company considers the independence of Ms. Jiang is acceptable.
Save as disclosed above, there are no other matters which need to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Ms. Jiang's re-election.
- APP II-3 -
NOTICE OF ANNUAL GENERAL MEETING
CHINA LONGEVITY GROUP COMPANY LIMITED
中國龍天集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1863)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (“AGM”) of China Longevity Group Company Limited (the “Company”) will be held at Sijia Industrial Garden Zone, Huanxi Town, Jinan District, Fuzhou, Fujian, PRC on 13 June 2025 at 10:30 a.m. to transact the following ordinary business:
ORDINARY RESOLUTIONS
- To receive and approve the audited consolidated financial statements and the reports of the directors (the “Directors”, and each a “Director”) and the auditors of the Company for the year ended 31 December 2024.
- To re-elect Mr. Gao Juwen as an executive Director.
- To re-elect Mr. Lu Jiayu as an independent non-executive Director.
- To re-elect Ms. Jiang Ping as an independent non-executive Director.
- To authorise the board of Directors (the “Board”) to fix the Directors’ remuneration.
- To re-appoint ZHONGHUI ANDA CPA LIMITED as the auditors of the Company and authorise the Board to fix their remuneration.
- As special business, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:
A. “THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with the unissued shares (including the sale or transfer of treasury shares, if any) of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the
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NOTICE OF ANNUAL GENERAL MEETING
Company) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above, shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of Shares allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option or otherwise) by the Directors (including the sale or transfer of treasury shares, if any) pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company; or (iii) the exercise of any options granted under the share option scheme or similar arrangement for the time being adopted or to be adopted for the grant or issue of shares or rights to acquire shares of the Company approved by The Stock Exchange of Hong Kong Limited (the "Stock Exchange"); or (iv) any issue of shares upon 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 20% of the total number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution, and the said approval shall be limited accordingly; and
(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 any applicable laws or the articles of association of the Company to be held; or
(iii) the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution of the shareholders of the Company in general meeting.
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NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means the allotment, issue or grant of shares open for a period fixed by the Directors to the holders of shares of the Company on the register of members 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
B. "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares of the Company of HK$0.001 each on the Stock Exchange, subject to and in accordance with all applicable laws and requirements of the Securities and Futures Commission and the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the total number of shares of the Company to be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued Shares of the Company (excluding treasury shares, if any) in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" shall have the same meaning as ascribed to it under the resolution set out in paragraph 7A(d) of this Notice."
C. "THAT conditional upon passing of the resolutions set out in paragraphs 7A and 7B of this Notice, the general mandate granted to the Directors to exercise the powers of the Company to allow, issue and otherwise deal with the shares of the Company pursuant to the resolution set out in 7A of this Notice and is hereby extended by the addition thereto an amount of shares representing the total number of shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the Directors under the resolution set out in paragraph 7B above, provided that such amount shall not exceed 10% of the total number of issued Shares of the Company (including the sale or transfer of treasury shares, if any) at the date of passing this resolution."
By Order of the Board
China Longevity Group Company Limited
Liu Jun
Chairman
Hong Kong, 28 April 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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A member entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her behalf. A proxy need not be a member of the Company.
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In order to be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (i.e., no later than 10:30 a.m. on 11 June 2025 (Hong Kong time)).
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The register of members of the Company will be closed from 9 June 2025 to 13 June 2025 (both days inclusive) for the purpose of ascertaining shareholders’ entitlement to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not later than 4:30 p.m. on 6 June 2025.
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Where there are joint holders of any share, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
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Please refer to Appendix II to the circular dated 28 April 2025 for the biographical details of the retiring Directors subject to re-election at the AGM.
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In relation to resolution No. 7B, an explanatory statement as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited is set out in Appendix I to the circular.
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A form of proxy for use at the AGM is enclosed.
As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Liu Jun, Mr. Jiang Shisheng and Mr. Gao Juwen and three independent non-executive Directors, namely, Mr. Lau Chun Pong, Mr. Lu Jiayu and Ms. Jiang Ping.
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