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China New Consumption Group Limited — Proxy Solicitation & Information Statement 2025
Jun 27, 2025
51361_rns_2025-06-26_cdc36cc4-1873-493d-abb4-d21c080fa74c.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer 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 NEW CONSUMPTION GROUP LIMITED (the "Company"), you should at once forward this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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 NEW CONSUMPTION GROUP LIMITED
中國新消費集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8275)
(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting ("AGM") of the Company to be held at Units 1203B, 1204–1205, 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Friday, 25 July 2025 at 11:00 a.m. is set out on pages 14 to 18 of this circular.
A form of proxy for use at the AGM is enclosed with this circular, and is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.irasia.com/listco/hk/chinanewcons). Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions as indicated thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire and in such event, the form of proxy shall be deemed to be revoked.
This circular will remain on the "Latest Listed Company Information" page of the website of the Stock Exchange at www.hkexnews.hk for 7 days from the date of its posting. This circular will also be posted on the Company's website at www.irasia.com/listco/hk/chinanewcons.
27 June 2025
CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
Characteristics of GEM of the Stock Exchange i
Definitions 1
Letter from the Board 4
Appendix I — Explanatory Statement 9
Appendix II — Details of Directors proposed to be re-elected at the AGM 13
Notice of AGM 16
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held at Units 1203B, 1204–1205, 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong, on Friday, 25 July 2025 at 11:00 a.m., the notice of AGM is set out on pages 14 to 18 of this circular
"AGM Notice"
the notice convening the AGM is set out on pages 14 to 18 of this circular
"Articles of Association"
the amended and restated articles of association of the Company currently in effect and “Article” shall mean an article of the Articles of Association
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"close associate(s)"
has the same meaning ascribed to it under the GEM Listing Rules
"Company"
China New Consumption Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM of the Stock Exchange
"connected person(s)"
has the same meaning ascribed to it under the GEM Listing Rules
"Director(s)"
the director(s) of the Company
"GEM"
the GEM operated by the Stock Exchange
"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM as amended by the Stock Exchange from time to time
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
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DEFINITIONS
"HKSCC"
Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all power of the Company to allot, issue and otherwise deal with Shares of the Company (including but not limited to the resale of treasury shares) up to 20% of the issued share capital of the Company (excluding treasury shares, if any) on the date of AGM as set out in resolution no. 5 of the AGM Notice
"Latest Practicable Date"
23 June 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
"Memorandum"
the amended and restated memorandum of association of the Company currently in effect
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares of the Company up to 10% of the issued share capital of the Company (including but not limited to the resale of treasury shares) on the date of AGM, as set out in resolution no. 6 in the AGM Notice
"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 nominal value of HK$0.01 each in the capital of the Company
"Shareholder(s)"
the holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Substantial Shareholder(s)"
has the same meaning ascribed to it under the GEM Listing Rules
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DEFINITIONS
“Takeovers Code”
The Codes on Takeovers and Mergers and Share Buybacks as approved by the Securities and Futures Commission of Hong Kong, as amended, modified or otherwise supplemented from time to time
“treasury shares”
the Shares repurchased and held by the Company in treasury (if any), as authorised by the laws and regulations of the Cayman Islands and the Articles of Association, which for the purpose of the GEM Listing Rules, include Shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange
“%”
per cent.
The English text of this circular, the AGM Notice and accompanying form of proxy shall prevail over their respective Chinese text in case of inconsistency.
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LETTER FROM THE BOARD
CHINA NEW CONSUMPTION GROUP LIMITED
中國新消費集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8275)
Executive Director:
Ms. Liu Ching Man
Independent non-executive Directors:
Mr. He Dingding
Ms. Chan Tsz Hei Sammi
Mr. Ng Kim Lung
Registered Office:
c/o Ocorian Trust (Cayman) Limited
Windward 3, Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Headquarters and Principal Place of Business in Hong Kong:
Room 204, 2/F
Yue Shing Commercial Building
15 Queen Victoria Street
Central, Hong Kong
27 June 2025
To the Shareholders
Dear Sir/Madam,
(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate and the extension of the Issue Mandate by addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate; (ii) set out an explanatory statement regarding the Repurchase Mandate; (iii) furnish you with information in relation to the proposed re-election of Directors; (iv) furnish you with information in relation to the re-appointment of the Company's auditor; and (v) provide you with the AGM Notice.
LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE SHARES
The Company's existing mandate to issue Shares was approved by ordinary resolutions at the annual general meeting of the Company held on 25 July 2024. Unless otherwise renewed, the existing mandate to issue Shares will lapse at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to allot, issue and otherwise deal with Shares (including but not limited to the resale of treasury shares) of up to 20% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution.
In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if so granted to the Directors at the AGM).
The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if so granted to the Directors at the AGM).
The Issue Mandate allows the Company to allot, issue and otherwise deal with Shares (including but not limited to the resale of treasury shares) only during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company (the "Relevant Period").
As at the Latest Practicable Date, the issued share capital of the Company comprised 719,987,379 Shares. Subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Directors would be authorised to issue and otherwise deal with a maximum of 143,997,475 new Shares under the Issue Mandate, representing 20% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of the AGM.
GENERAL MANDATE TO REPURCHASE SHARES
The Company's existing mandate to repurchase Shares was approved by ordinary resolutions at the annual general meeting of the Company held on 25 July 2024. Unless otherwise renewed, the existing mandate to repurchase Shares will lapse at the conclusion of the AGM.
At the AGM, an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to repurchase Shares of up to 10% of the total number of the issued Shares as at the date of passing of the relevant resolution. The Repurchase Mandate will allow the Company to make repurchases only during the Relevant Period.
LETTER FROM THE BOARD
As at the Latest Practicable Date, the issued share capital of the Company comprised 719,987,379 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Company would be allowed to repurchase a maximum of 71,998,737 Shares under the Repurchase Mandate, representing 10% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of the AGM.
An explanatory statement required to be sent to the Shareholders under the GEM Listing Rules is set out in Appendix I to this circular to provide the requisite information regarding the Repurchase Mandate to the Shareholders.
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the Board consisted of four Directors, namely:
Executive Director
Ms. Liu Ching Man
Independent non-executive Directors
Mr. He Dingding
Ms. Chan Tsz Hei Sammi
Mr. Ng Kim Lung
In accordance with Article 108, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years.
Further, according to Articles 111 and 112, any Director appointed by the Board or by ordinary resolution in general meeting either to fill a casual vacancy or as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election at such annual general meeting. The Directors to retire at an annual general meeting of the Company shall not be taken into account in determining who are to retire by rotation at such annual general meeting.
At the AGM, Mr. He Dingding ("Mr. He") and Ms. Chan Tsz Hei Sammi ("Ms. Chan") will retire and, being eligible, offer themselves for re-election.
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LETTER FROM THE BOARD
The Company has put in place a nomination policy (the "Nomination Policy") which sets out, inter alia, the selection criteria (the "Criteria") and the evaluation procedures in nomination of candidates to be appointed or re-elected as Directors. The re-election of each of Mr. He and Ms. Chan was recommended by the Nomination Committee, and the Board has accepted the recommendations following a review of their overall contribution and service to the Company, including their attendance of Board meetings and general meeting, their level of participation and performance on the Board, and whether they continue to satisfy the Criteria.
Biographical details of the retiring Directors are set out in Appendix II to this circular. In consideration of the background, specific knowledge and experience of Mr. He and Ms. Chan, the Board believes that they could bring invaluable insight to the Company. Their in-depth knowledge, extensive experience and expertise will continue to provide invaluable contribution and diversity to the Board.
RE-APPOINTMENT OF AUDITOR
RSM Hong Kong will retire as the independent auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment. Upon the recommendation of the audit committee of the Company, the Board proposes to re-appoint RSM Hong Kong as the independent auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
CLOSURE OF REGISTER OF MEMBERS
The forthcoming AGM is scheduled to be held on Friday, 25 July 2025. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 22 July 2025 to Friday, 25 July 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 21 July 2025.
AGM
A notice convening the AGM to be held at Units 1203B, 1204-1205, 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong, on Friday, 25 July 2025 at 11:00 a.m. is set out on pages 14 to 18 of this circular. A form of proxy for use by Shareholders at the AGM is enclosed with this circular, and is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.irasia.com/listco/hk/chinanewcons). Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions as indicated thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated website (https://evoting.vistra.com) by using the username and password provided on
LETTER FROM THE BOARD
the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire and in such event, the form of proxy shall be deemed to be revoked.
VOTING BY POLL
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions as set out in the notice convening the AGM will be voted by poll and, after being verified by the scrutineer, the results of the poll will be published in the manner prescribed under Rule 17.47(5) of GEM Listing Rules.
RECOMMENDATION
The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, the re-appointment of auditor and the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant resolutions to be proposed at the AGM and set out in the AGM Notice.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.
By order of the Board
China New Consumption Group Limited
Liu Ching Man
Executive Director
APPENDIX I
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement as required under the GEM Listing Rules to provide the requisite information to the Shareholders for consideration of the Repurchase Mandate pursuant to Rules 13.08 of the GEM Listing Rules.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 719,987,379 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of AGM, the Company will be allowed to repurchase a maximum of 71,998,737 Shares during the Relevant Period.
2. SOURCE OF FUNDS
The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed from the Company's internal resources.
In repurchasing the Shares, the Company may only apply funds which are legally available for such purposes in accordance with the constitutional documents of the Company, the GEM Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company will not purchase the Shares on GEM 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.
If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may either cancel the Shares repurchased and/or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the Share repurchase. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to the ordinary resolution numbered 5 of the AGM Notice and made in accordance with the GEM Listing Rules and applicable laws and regulations of the Cayman Islands.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
APPENDIX I
EXPLANATORY STATEMENT
3. REASONS FOR SHARE REPURCHASE
Although the Directors have no present intention of exercising the proposed Repurchase Mandate, the Directors believe that the flexibility afforded by the proposed Repurchase Mandate would be beneficial to the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that repurchase of Shares will benefit the Company and Shareholders as a whole.
4. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous 12 months immediately prior to the Latest Practicable Date were as follows:
| Shares Price | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| June | 0.160 | 0.135 |
| July | 0.141 | 0.099 |
| August | 0.137 | 0.100 |
| September | 0.110 | 0.095 |
| October | 0.118 | 0.099 |
| November | 0.180 | 0.101 |
| December | 0.104 | 0.100 |
| 2025 | ||
| January | 0.143 | 0.102 |
| February | 0.171 | 0.124 |
| March | 0.216 | 0.169 |
| April | 0.195 | 0.140 |
| May | 0.189 | 0.165 |
| June (up to the Latest Practicable Date) | 0.184 | 0.156 |
5. CONFIRMATIONS BY THE DIRECTORS AND THE COMPANY
The Directors confirmed that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the GEM Listing Rules, the Memorandum and Articles of Association and the applicable laws of the Cayman Islands.
The Company has confirmed that neither the explanatory statement nor the Repurchase Mandate has any unusual features.
APPENDIX I
EXPLANATORY STATEMENT
6. EFFECT OF THE TAKEOVERS CODE
If as a result of a repurchase of Shares 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 the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.
As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued share capital of the Company:
| Name | Shares held | Nature of interest | Approximate percentage of total issued Shares
If
As at the Latest Practicable Date | Repurchase Mandate is exercised in full |
| --- | --- | --- | --- | --- |
| Success Run International Limited^{Note 2} | 33,675,000 | Beneficial owner | 4.68% | 5.20% |
| Lion Spring Enterprises Limited^{Note 2} | 14,200,000 | Beneficial owner | 1.97% | 2.19% |
| Wong Fei Heung Terbe^{Note 2} | 47,875,000 | Interest in controlled corporations | 6.65% | 7.39% |
Notes:
- All interests stated are long positions.
- Ms. Wong legally and beneficially owns the entire issued share capital of Success Run International Limited (“Success Run”) and Lion Spring Enterprises Limited (“Lion Spring”). Therefore, Ms. Wong is deemed, or taken to be, interested in all the Shares held by Success Run and Lion Spring for the purpose of the SFO. Ms. Wong is the sole director of Success Run and the director of Lion Spring.
On the basis that no Shares are allotted and issued or repurchased from the Latest Practicable Date to the date of the AGM, no person is obliged to make a mandatory offer under Rule 26 of the Takeovers Code or result in the amount of Shares held by the public being reduced to less than 25%.
The Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code.
APPENDIX I
EXPLANATORY STATEMENT
The Directors will not repurchase the Shares on GEM if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.
7. DISCLOSURE OF INTERESTS OF DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSON
As at the Latest Practicable Date, none of the Directors nor, to the best of their respective knowledge and belief and having made all reasonable enquiries, their close associates (as defined under the GEM Listing Rules), have any present intention, if the Repurchase Mandate is approved by the Shareholders and is exercised, to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate.
As at the Latest Practicable Date, no core connected person (as defined in the GEM Listing Rules) of the Company (i) has notified the Company that he/she/it has a present intention to sell any Shares; (ii) has undertaken to the Company that he/she/it will not sell any Shares held by him/her/it to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.
8. MATERIAL ADVERSE CHANGE
As compared with the financial position of the Company as at 31 March 2025 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.
The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.
9. SHARE REPURCHASE MADE BY THE COMPANY
The Company had not purchased any of the Shares (whether on GEM or otherwise) in the six months immediately preceding the Latest Practicable Date.
10. GENERAL
The Directors confirmed that neither this explanatory statement nor the Repurchase Mandate has any unusual features.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
The following are particulars of the Directors proposed to be re-elected at the AGM:
RE-ELECTION OF DIRECTORS
Independent Non-executive Director
Mr. He Dingding ("Mr. He")
Mr. He Dingding ("Mr. He"), aged 48, was appointed as an independent non-executive Director on 14 May 2021. He is also the chairman of the Audit Committee and a member of each of the Remuneration Committee and Nomination Committee.
Mr. He graduated from Nanyang Technological University, Singapore with a bachelor's degree in civil engineering. Mr. He was awarded the CFA Charter by the CFA Institute in September 2006. Mr. He has more than 20 years of extensive experiences in capital markets, corporate finance, investment and finance, and corporate management through working in investment banks, advisory firms and listed companies in Singapore and Hong Kong since 2005.
Mr. He was an independent non-executive director and a member of the audit committee of China Kangda Food Company Limited, the issued shares of which are listed on the Main Board of both the Stock Exchange and Singapore Exchange Securities Trading Limited (stock codes: 834 and P74, respectively), between August 2012 and June 2015. Mr. He was a non-executive director and a member of the audit committee of Perfect Group International Holdings Limited, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 3326), between March 2017 and February 2018 and was subsequently appointed as its deputy chief executive officer between March 2018 and August 2018. Since August 2018, Mr. He has been an independent non-executive director and a member of each of the audit committee, remuneration committee and nomination committee of Sino Harbour Holdings Group Limited, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 1663). From October 2018 to November 2022, Mr. He worked with Ta Yang Group Holdings Limited, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 1991) and his last position was chief executive officer cum chief financial officer. From May 2021 to September 2021, Mr. He was an independent non-executive director, a chairman of the audit committee, and a member of the remuneration, quality and nomination committee of Crown International Corporation Limited, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 727). From March 2023 to August 2024, Mr. He was an independent non-executive director, the chairman of the remuneration committee, and a member of each of the audit committee and nomination committee of Mobile Internet (China) Holdings Limited, the issued shares of which are listed on the Main Board of the Stock Exchange (stock codes: 1439). Since May 2023, Mr. He has been appointed as an executive director and chief executive officer of Link Holdings Limited, the issued shares of which are listed on GEM of the Stock Exchange (stock codes: 8237). From January to March 2025, Mr. He was an independent non-executive director and a member of each of the audit committee, compensation committee and nominating and corporate governance committee of Toppoint
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Holdings Inc., the issued shares of which are listed on National Association of Securities Dealers Automated Quotations (the "NASDAQ") (stock code: TOPP.US). Since February 2025, Mr. He has been appointed as an independent non-executive director and a member of each of the audit and risk management committee and remuneration committee of Vin's Holdings Ltd, a company listed on Catalyst Board of the Singapore Exchange Limited (stock code: VIN.SG).
Mr. He has entered into an appointment letter as the independent non-executive Director with the Company for a term of three years commencing on 14 May 2021 and have been renewed for another term of 3 years commencing from 14 May 2024 subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. The director's fee of Mr. He is HK$120,000 per annum and will be reviewed annually by the Board and by reference to the prevailing market practice, the Company's remuneration policy, his experience, duties and responsibilities within the Company.
Save as disclosed above, Mr. He does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Save as disclosed above, as at the Latest Practicable Date, Mr. He does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.
Save as disclosed above, the Company considers that in relation to the re-election of Mr. He as an independent non-executive Director, there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
Independent Non-executive Director
Ms. Chan Tsz Hei Sammi ("Ms. Chan")
Ms. Chan Tsz Hei Sammi ("Ms. Chan"), aged 39, was appointed as an independent non-executive Director on 1 June 2021. She is also the chairman of the Nomination Committee and a member of each of the Audit Committee and Remuneration Committee.
Ms. Chan is a practising solicitor admitted in Hong Kong in 2018 and a member of the Law Society of Hong Kong. Ms. Chan has also been a Certified Management Accountant of Australia since 2016 and a lawyer of the Supreme Court of New South Wales since 2014. Ms. Chan has a Postgraduate Certificate in Laws and a Bachelor of Laws degree from the City University of Hong Kong and a Bachelor of Business Administration in Accounting and Finance degree from the University of Hong Kong.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
From November 2019 to March 2022, Ms. Chan was the company secretary and authorised representative under Rule 3.05 of the Rules Governing the Listing of Securities on the Stock Exchange of Bamboos Health Care Holdings Limited, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 2293). From January 2021 to February 2022, she was the company secretary and authorised representative under Rule 5.24 of the GEM Listing Rules of AV Promotions Holdings Limited, the issued shares of which are listed on GEM of the Stock Exchange (stock code: 8419). From June 2023 to March 2025, Ms. Chan was the company secretary, authorised representative under Rule 3.05 of the Rules Governing the Listing of Securities on the Stock Exchange, and the process agent of Modern Chinese Medicine Group Co., Limited, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 1643).
Ms. Chan has entered into an appointment letter as the independent non-executive Director with the Company for a term of three years commencing on 1 June 2021 and have been renewed for another term of 3 years commencing from 1 June 2024 subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. The director’s fee of Ms. Chan is HK$120,000 per annum and will be reviewed annually by the Board and by reference to the prevailing market practice, the Company’s remuneration policy, her experience, duties and responsibilities within the Company.
Save as disclosed above, Ms. Chan does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Save as disclosed above, as at the Latest Practicable Date, Ms. Chan does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and she has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.
Save as disclosed above, the Company considers that in relation to the re-election of Ms. Chan as an independent non-executive Director, there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
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NOTICE OF AGM
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any art of the contents of this notice.
CHINA NEW CONSUMPTION GROUP LIMITED
中國新消費集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8275)
NOTICE IS HEREBY GIVEN that the annual general meeting of shareholders (the "AGM") of China New Consumption Group Limited (Formerly known as State Innovation Holdings Limited) (the "Company") will be held at Units 1203B, 1204-1205, 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong, on Friday, 25 July 2025 at 11:00 a.m., to consider and, if thought fit, to pass with or without amendments, the following resolutions:
ORDINARY RESOLUTIONS
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To receive, consider and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Directors") and the auditor of the Company for the year ended 31 March 2025.
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To re-appoint RSM Hong Kong as auditor of the Company and to authorise the board of Directors (the "Board") to fix its remuneration.
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(a) To re-elect Mr. He Dingding as an independent non-executive Director; and
(b) To re-elect Ms. Chan Tsz Hei Sammi as an independent non-executive Director. -
To authorise the Board to fix the remuneration of the Directors.
5. "THAT:
(a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on GEM (the "GEM Listing Rules") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), 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 additional shares (the "Shares"), including but not limited to the resale of treasury shares, of HK$0.01 each in the share capital of the Company or securities convertible into such Shares or options, warrants, or similar right to subscribe for any Shares or convertible securities of the Company and to make or grant offers, agreements and options
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NOTICE OF AGM
(including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares) during or after the end of the Relevant Period;
(c) the total number of Shares to be allotted 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 paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any share option scheme adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible persons thereunder of shares or rights to subscribe for shares in the capital of the Company; (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part a dividend pursuant to the articles of association of the Company (the "Articles of Association") from time to time; or (iv) an 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 20% of the total number of the issued Shares (excluding treasury shares, if any) as at the time 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 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 laws of the Cayman Islands to be held; or
(iii) the date on which the authority given 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 open for a period fixed by the Company or the Directors to holders of Shares whose names appear on the register 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
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NOTICE OF AGM
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).
- “THAT:
(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the share capital of the Company on GEM of the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers to repurchase such shares are subject to and in accordance with all applicable laws and requirements of the GEM Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
(c) the total number of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of the issued Shares (excluding treasury shares, if any) as at the time of the passing of 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 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 laws of the Cayman Islands to be held; or
(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
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NOTICE OF AGM
- "THAT conditional upon the passing of resolutions no. 5 and no. 6 as set out in this notice convening the AGM of which this resolution forms part, the general mandate granted to the Directors pursuant to resolution no. 5 as set out in this notice convening the AGM of which this resolution forms part be and is hereby extended by the addition thereto of the total number of Shares which may be repurchased by the Company under the authority granted pursuant to resolution no. 6 as set out in this notice convening the AGM of which this resolution forms part, provided that such amount shall not exceed 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing this resolution."
By Order of the Board
China New Consumption Group Limited
Liu Ching Man
Executive Director
Hong Kong, 27 June 2025
Notes:
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Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a member of the Company.
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The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorise in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised on its behalf.
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Where there are joint registered holders of any Shares, any one of such persons may vote at the above AGM (or any adjournment thereof), either personally or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders by present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
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Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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In relation to resolution no. 3, Mr. He Dingding and Ms. Chan Tsz Hei Sammi will retire from office at the AGM in accordance with the Articles of Association and, being eligible, will offer themselves for re-election. Biographical details of these Directors are set out in Appendix II to this circular.
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An explanatory statement as required by the GEM Listing Rules in connection with the repurchase mandate under resolution no. 6 above is set out in Appendix I to this circular.
NOTICE OF AGM
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The transfer books and Register of Members of the Company will be closed from Tuesday, 22 July 2025 to Friday, 25 July 2025, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Monday, 21 July 2025.
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A form of proxy for use by shareholders at the AGM is enclosed, and is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.irasia.com/listco/hk/chinanewcons).
As at the date of this notice, the Board comprises Ms. Liu Ching Man as executive Director; and Mr. He Dingding, Ms. Chan Tsz Hei Sammi and Mr. Ng Kim Lung as independent non-executive Directors.
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 notice 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 notice misleading.
This notice will remain on the website of the Stock Exchange at www.hkexnews.hk on the "Latest Listed Company Information" page for at least 7 days from the date of its posting and will be published on the Company's website at www.irasia.com/listco/hk/chinanewcons.
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