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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED Proxy Solicitation & Information Statement 2025
49495_rns_2025-04-16_bda4f5a4-bf8d-4381-b504-590b0eaa0639.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your securities in Hony Media Group, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer 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 however arising from or in reliance upon the whole or any part of the contents of this circular.
弘毅文化集團
HONY MEDIA GROUP
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 419)
(1) RE-ELECTION OF DIRECTORS
(2) GENERAL MANDATE TO
ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice of the AGM to be held at 8/F, Wheelock House, 20 Pedder Street, Central, Hong Kong on Thursday, 26 June 2025 at 3:00 p.m. is set out on pages 12 to 15 of this circular. A form of proxy for use by the Shareholders at the AGM is enclosed. If you do not intend to attend the AGM in person, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.
17 April 2025
CONTENTS
Page
Definitions ... 1
Letter from the Board ... 3
Notice of Annual General Meeting ... 12
- i -
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:
"AGM"
the annual general meeting of the Company to be held at 8/F, Wheelock House, 20 Pedder Street, Central, Hong Kong on Thursday, 26 June 2025 at 3:00 p.m., or any adjournment thereof (or as the case may be)
"AGM Notice"
the notice convening the AGM dated 17 April 2025 which is set out on pages 12 to 15 of this circular
"Articles"
the articles of association of the Company as amended from time to time
"Board"
the board of Directors
"Company"
Hony Media Group, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange
"Directors"
the directors of the Company
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Issue Mandate"
a general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with new Shares of the Company not exceeding 20% of the number of the issued Shares (excluding Treasury Shares) of the Company as at the date of passing of the ordinary resolution in relation thereto
"Latest Practicable Date"
11 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Repurchase Mandate"
the general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the powers of the Company to repurchase fully paid up Shares of the Company of up to 10% of the number of the issued Shares (excluding Treasury Shares) of the Company as at the date of passing of the ordinary resolution in relation thereto
- 1 -
DEFINITIONS
| “SFC” | Securities and Futures Commission |
|---|---|
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time |
| “Share(s)” | the ordinary share(s) of HK$0.02 each in the shares of the Company |
| “Shareholder(s)” | the holder(s) of the Share(s) of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Code on Takeovers and Mergers and Share Buy-backs as approved by the SFC |
| “Treasury Shares” | Shares repurchased and held by the Company in treasury (if any), as authorised by the laws and regulations of the Cayman Islands and/or the Articles |
| “%” | per cent |
- 2 -
LETTER FROM THE BOARD
HMG
弘毅文化集團
HONY MEDIA GROUP
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 419)
Directors:
Mr. ZHAO John Huan² (Chairman)
Mr. CHENG Wu¹ (Chief Executive Officer)
Mr. YUEN Hoi Po¹ (President)
Mr. YUEN Kin³
Mr. CHU Yuguo³
Ms. WANG Song Song³
Ms. PAN Min³
¹ Executive Director
² Non-executive Director
³ Independent Non-executive Director
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principal place of business
in Hong Kong:
Suite 908, 9/F
Tower Two, Lippo Centre
89 Queensway
Hong Kong
17 April 2025
To the Shareholders
Dear Sir/Madam,
(1) RE-ELECTION OF DIRECTORS
(2) GENERAL MANDATE TO
ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you the notice of AGM and provide you with information regarding certain ordinary resolutions to be proposed at the AGM and enable you to make decisions on whether to vote for or against those resolutions.
At the AGM, ordinary resolutions, amongst others, will be proposed for the Company to approve the re-election of Directors, the Issue Mandate, the Repurchase Mandate and extension of the Issue Mandate.
LETTER FROM THE BOARD
(1) RE-ELECTION OF DIRECTORS
The Board appointed Mr. ZHAO John Huan as a Non-executive Director in April 2024. In accordance with article 86(3) of the Articles, Mr. ZHAO shall hold office until the forthcoming annual general meeting and, being eligible, offer himself for re-election.
The Nomination Committee of the Company has made a recommendation to the Board that Ms. WANG Song Song and Ms. PAN Min will retire at the AGM and, being eligible, offer themselves for re-election pursuant to article 87(1) of the Articles.
Biographies of the retiring directors offering for re-election at the AGM are as follows:
NON-EXECUTIVE DIRECTOR
Mr. ZHAO John Huan
Director since 2024
Mr. ZHAO John Huan, aged 62, a Non-Executive Director and the Chairman of the Company. Mr. ZHAO holds an MBA degree from the Kellogg School of Management at Northwestern University, Master's degrees in Electronic Engineering and Physics from Northern Illinois University, and a Bachelor's degree in Physics from Nanjing University.
Mr. ZHAO currently holds the position of the chairman of Hony Capital. Additionally, he serves as a non-executive director for Legend Holdings Corporation (HKSE: 3396), Lenovo Group Limited (HKSE: 992), China Glass Holdings Limited (HKSE: 3300), as well as the chairman and executive director of Goldstream Investment Limited (HKSE: 1328) and Best Food Holding Company Limited (HKSE: 1488).
Mr. ZHAO is deemed to have an interest in 1,183,431,952 shares of the Company through his interest in United Strength LS Limited. United Strength LS Limited holds convertible bonds issued by the Company, which are convertible into Shares at a conversion price of HK$0.1014 per Share. United Strength LS Limited is managed by United Strength Youthful Limited (as the general partner). United Strength Youthful Limited is an indirect wholly-owned subsidiary of Hony Capital Group, L.P., which is managed by Hony Group Management Limited (as the general partner). Mr. ZHAO is a director of Hony Group Management Limited, which is 80% owned by Hony Managing Partners Limited where he also serves as a director. Hony Managing Partners Limited is a wholly-owned subsidiary of Exponential Fortune Group Limited, of which Mr. ZHAO is a director and owns a 49% interest.
In the past three years, Mr. ZHAO served as a non-executive director of the listed companies including Shanghai Jin Jiang International Hotels Development Co., Ltd (SSE: 600754) from September 2015 to May 2022, Eros STX Global Corporation (NYSE: ESGC) from July 2020 to April 2022, ENN Natural Gas Co., Ltd. (SSE: 600803) from December
LETTER FROM THE BOARD
2017 to July 2022, Simcere Pharmaceutical Group Limited (HKSE: 2096) from August 2006 to August 2022, and Zoomlion Heavy Industry Science and Technology Co., Ltd (HKSE: 1157; SZSE: 000157) from June 2015 to June 2023.
Mr. ZHAO has entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the annual general meeting pursuant to the Articles of the Company. The remuneration payable to Mr. ZHAO will be determined and approved by the Remuneration Committee of the Company with reference to his duties and responsibilities in the Company and the prevailing market conditions. No emolument has been proposed for Mr. ZHAO.
Save as disclosed above, Mr. ZHAO (i) has not held any other directorships in any public companies which are listed in Hong Kong or overseas in the last three years; (ii) does not hold other positions in the Company or any of its subsidiaries; (iii) does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company; (iv) does not have any interest in the listed securities of the Company within the meaning of Part XV of SFO; and (v) there is no information relating to Mr. ZHAO that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Mr. ZHAO.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Ms. WANG Song Song
Director since 2023
Ms. WANG Song Song, age 56, currently serves as Independent Non-executive Director of the Company. She is a member of the Nomination Committee and Remuneration Committee of the Company. Ms. WANG holds a bachelor degree in Clinical Medicine Capital Institute of Medicine from Capital Medical University, and has worked in the pharmaceutical industry over 15 years. Ms. WANG has held various key leadership positions in the pharmaceutical multinational corporations, accumulating extensive experience in the fields of new drug development, regulatory submission, product launch and post-marketing medical support.
As at the Latest Practicable Date, Ms. WANG does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.
Ms. WANG has entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the annual general meeting pursuant to the Articles of the Company. The remuneration payable to Ms. WANG was recommended by the Remuneration Committee of the Company with reference to her duties and responsibilities in the Company and the prevailing market conditions and then determined and approved by the Board. Ms. WANG currently receives a basic salary of HK$240,000 per annum.
LETTER FROM THE BOARD
Save as disclosed above, Ms. WANG (i) has not held any other directorships in any public companies which are listed in Hong Kong or overseas in the last three years; (ii) does not hold other positions in the Company or any of its subsidiaries; (iii) does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company; (iv) does not have any interest in the listed securities of the Company within the meaning of Part XV of SFO; and (v) there is no information relating to Ms. WANG that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Ms. WANG.
Ms. PAN Min
Director since 2023
Ms. PAN Min, aged 54, currently serves as Independent Non-executive Director of the Company. She is a member of Audit Committee and Nomination Committee of the Company. Ms. PAN received a doctorate in Management from Wuhan University in 2015. Ms. PAN is a Certified Practising Accountant in the PRC, and has over 30 years of professional accounting and auditing experience in accounting firms in the PRC, with business involving China, Hong Kong and Europe.
Ms. PAN is currently an independent director of Shanghai Golden Union Commercial Management Co., Ltd. (SSE Stock Code: 603682) and Shanghai Milkground Food Tech Co., Ltd. (SSE Stock Code: 600882), the shares of which are listed on the Shanghai Stock Exchange.
Ms. PAN resigned as an independent director of Shanghai Jiaoda Only Co., Ltd. (SSE Stock Code: 600530) and Shanghai Hugong Electric (Group) Co., Ltd. (SSE Stock Code: 603131), the companies listed on Shanghai Stock Exchange, in June 2022 and on 28 August 2024 respectively, and also resigned as an independent director of Shandong Longji Machinery Co., Ltd. (SZSE Stock Code: 002363) and Harbin Gloria Pharmaceuticals Co., Ltd. (SZSE Stock Code: 002437), the companies listed on Shenzhen Stock Exchange, in August 2023 and on 6 February 2025 respectively.
As at the Latest Practicable Date, Ms. PAN does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.
Ms. PAN has entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the annual general meeting pursuant to the Articles of the Company. The remuneration payable to Ms. PAN was recommended by the Remuneration Committee of the Company with reference to her duties and responsibilities in the Company and the prevailing market conditions and then determined and approved by the Board. Ms. PAN currently receives a basic salary of HK$240,000 per annum.
Save as disclosed above, Ms. PAN (i) has not held any other directorships in any public companies which are listed in Hong Kong or overseas in the last three years; (ii) does not hold other positions in the Company or any of its subsidiaries; (iii) does not have any relationship
LETTER FROM THE BOARD
with any other Directors, senior management or substantial or controlling shareholders of the Company; (iv) does not have any interest in the listed securities of the Company within the meaning of Part XV of SFO; and (v) there is no information relating to Ms. PAN that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Ms. PAN.
(2) GENERAL MANDATE TO ISSUE SHARES
It will be proposed at the AGM the ordinary resolutions nos. 4(A) and 4(C) in the AGM Notice for granting of the Issue Mandate to the Directors to allot, issue and deal with new Shares of the Company not exceeding 20% of the number of the issued Shares (excluding Treasury Shares) of the Company as at the date of passing of the ordinary resolution no. 4(A) in the AGM Notice and adding to such general mandate so granted to the Directors any Shares of the Company representing the number of Shares of the Company repurchased by the Company after the granting of the general mandate to repurchase Shares of the Company up to 10% of the number of the issued Shares (excluding Treasury Shares) of the Company as at the date of passing of the ordinary resolution no. 4(B) in the AGM Notice. Such general mandate to allot, issue and deal with new Shares of the Company shall be exercisable during the period from the passing of the ordinary resolutions nos. 4(A) and 4(C) in the AGM Notice 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 or the applicable laws of the Cayman Islands to be held; or
(iii) the date on which the authority set out in such ordinary resolutions is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
As at the Latest Practicable Date, the number of Shares of the Company was 13,585,338,609 Shares. Subject to passing of the ordinary resolution no. 4(A) in the AGM Notice and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed to allot, issue and deal with a maximum of 2,717,067,721 Shares representing not more than 20% of the number of the issued Shares (excluding Treasury Shares) of the Company as at the Latest Practicable Date.
(3) GENERAL MANDATE TO REPURCHASE SHARES
It will also be proposed at the AGM the ordinary resolution no. 4(B) in the AGM Notice for granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares of the Company up to 10% of the number of the issued Shares (excluding Treasury Shares) of the Company as at the date of passing of the ordinary resolution no. 4(B) in the AGM Notice.
LETTER FROM THE BOARD
The following is an explanatory statement as required to be sent to the Shareholders under the Share Repurchase rules to provide requisite information to the Shareholders for consideration of the ordinary resolution no. 4(B) in the AGM Notice in respect of the Repurchase Mandate.
Total Number of the Shares for Shares Repurchase
As at the Latest Practicable Date, the number of the issued Shares of the Company was 13,585,338,609 Shares, and the Company had no treasury shares. Subject to the passing of the ordinary resolution no. 4(B) in the AGM Notice and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 1,358,533,860 Shares, representing not more than 10% of the number of the issued Shares (excluding Treasury Shares) of the Company, during the period from the passing of the ordinary resolution no. 4(B) in the AGM Notice 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 or the applicable laws of the Cayman Islands to be held; or
(iii) the date on which the authority set out in such ordinary resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
Reasons for Shares Repurchase
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might consider appropriate to repurchase Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as a whole as such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share. Shareholders can be assured that the Directors would only make such repurchases in circumstances where they consider them to be in the best interests of the Company and the Shareholders as a whole.
Funding of Repurchases
Repurchases must be made out of funds which are legally available for such purpose in accordance with the Articles of the Company, the Listing Rules and the applicable laws of the Cayman Islands and Hong Kong. It is envisaged that the funds required for any repurchases would be derived from the distributable profits of the Company.
The Directors consider that there might be a material adverse impact on the working capital or gearing level of the Company (as compared with the position disclosed in the audited accounts of the Company as contained in its annual report for the year ended 31
LETTER FROM THE BOARD
December 2024) in the event that the Repurchase Mandate were to be exercised in full at any time during the proposed repurchased period. However, 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 or the gearing level which in the opinion of the Directors are from time to time appropriate for the Company.
Post-Repurchase Share Handling
The Company may cancel any repurchased Shares following settlement, or hold them as Treasury Shares. The decision to cancel or hold such Shares will be made by the Board at the time of repurchase, taking into account factors such as market conditions, the Company's capital structure, and its overall business strategy.
Share Prices
The highest and lowest prices at which the Shares traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:
| Price Per Share | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| May | 0.120 | 0.094 |
| June | 0.105 | 0.076 |
| July | 0.082 | 0.065 |
| August | 0.096 | 0.063 |
| September | 0.093 | 0.076 |
| October | 0.112 | 0.077 |
| November | 0.090 | 0.071 |
| December | 0.083 | 0.067 |
| 2025 | ||
| January | 0.072 | 0.061 |
| February | 0.071 | 0.051 |
| March | 0.057 | 0.044 |
| April (up to and including the Latest Practicable Date) | 0.055 | 0.044 |
Directors' statement
The Directors confirmed that neither the explanatory statement relating to the Share Repurchase nor the proposed Share Repurchase has any unusual features, and they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Articles of the Company and the applicable laws of the Cayman Islands.
LETTER FROM THE BOARD
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their close associates have any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, none of the core connected persons (as defined in the Listing Rules) of the Company has notified the Company of their intention to sell Shares to the Company, nor has undertaken not to do so, in the event that the Repurchase Mandate is granted by the Shareholders.
If, as a result of a Share Repurchase, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase may be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any other consequences which would arise under the Takeovers Code as a result of an exercise of the Repurchase Mandate.
Share Repurchases made by the Company
No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
(4) VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any votes of the Shareholders at the general meetings must be taken by poll except where the chairman of the meeting, 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. The chairman of the meeting will demand a poll for every resolution put to the vote at the AGM.
(5) 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.
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LETTER FROM THE BOARD
(6) RECOMMENDATION
The Directors consider that all proposed resolutions for approving the re-election of Directors, the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate as set out in the notice of AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of all proposed resolutions at the AGM.
Yours faithfully,
For and on behalf of
Hony Media Group
ZHAO John Huan
Chairman
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NOTICE OF ANNUAL GENERAL MEETING
弘毅文化集團
HONY MEDIA GROUP
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 419)
NOTICE IS HEREBY GIVEN that the annual general meeting of Hony Media Group (the "Company") will be held at 8/F, Wheelock House, 20 Pedder Street, Central, Hong Kong on Thursday, 26 June 2025 at 3:00 p.m. for the following businesses:
- To receive and consider the report of the directors of the Company ("Directors"), audited financial statements and auditor's report for the year ended 31 December 2024.
- (a) To re-elect Mr. ZHAO John Huan as a Non-executive Director;
(b) To re-elect Ms. WANG Song Song as an Independent Non-executive Director;
(c) To re-elect Ms. PAN Min as an Independent Non-executive Director; and
(d) To authorise the board of directors to fix the remuneration of the Directors. - To re-appoint Messrs. PricewaterhouseCoopers as auditor of the Company and to authorise the Board to fix their remuneration.
- As special business, to consider and, if thought fit, pass with or without modification, the following resolutions as Ordinary Resolutions of the Company:
ORDINARY RESOLUTIONS
(A) "THAT:
(a) subject to paragraph (b) of this Resolution, a general mandate be and is hereby generally and unconditionally given to the directors of the Company ("Directors") to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with additional ordinary shares of the Company ("Shares") and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers during or after the Relevant Period (as hereinafter defined).
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NOTICE OF ANNUAL GENERAL MEETING
(b) the aggregate number of Shares to be allotted, issued and dealt with pursuant to the general mandate granted herein, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of Shares upon the exercise of subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantee as specified in such scheme or similar arrangement of Shares or rights to acquire the Shares; or (iii) an issue of Shares upon the exercise of subscription rights or conversion rights attaching to any warrants or convertible notes which may be issued by the Company or any of its subsidiaries; or (iv) an issue of Shares pursuant to any scrip dividend or similar arrangement providing for allotment of Shares in lieu of the whole or part of the dividend on Shares in accordance with the articles of association of the Company (“Articles”), shall not exceed 20% of the number of the issued Shares (excluding Treasury Shares) of the Company as at the date of passing of this Resolution, and the said approval shall be limited accordingly; and
(c) 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 and the applicable laws of the Cayman Islands to be held; or
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and
“Rights Issue” means an offer of Shares, options, warrants, bonds, debentures, notes or other securities giving the right to subscribe for or convertible into Shares, open for a period fixed by the Directors to the holders of Shares, or any class of shares or other securities of the Company, whose names appear on the register of members of the Company (and, where appropriate, to holders of such other class of shares or other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate, such other class of shares or other securities of the Company) as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”
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NOTICE OF ANNUAL GENERAL MEETING
(B) “THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase ordinary shares of the Company (“Shares”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised by The Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the number of the issued Shares (excluding Treasury Shares) of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and
(c) for the purposes 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 the Company and the applicable laws of the Cayman Islands to be held; or
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
(C) “THAT subject to the passing of Ordinary Resolutions nos.4(A) and 4(B) set out in the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional ordinary shares of the Company (“Shares”) pursuant to the Ordinary Resolution no.4(A) set out in the notice convening this meeting be and is hereby extended by the addition thereto of the aggregate number of Shares of the Company repurchased by the
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NOTICE OF ANNUAL GENERAL MEETING
Company under the authority granted pursuant to the Ordinary Resolution no.4(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares (excluding Treasury Shares) of the Company as at the date of passing of this Resolution.”
By Order of the Board
Hony Media Group
Raymond HAU
Company Secretary
Hong Kong, 17 April 2025
Notes:
-
The Register of Members of the Company will be temporarily closed from 23 June 2025 to 26 June 2025, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the attendance at the Company's annual general meeting to be held on Thursday, 26 June 2025, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, 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 20 June 2025.
-
Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
-
In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at 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 not less than 48 hours before the time fixed for holding the meeting.
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Completion and return of the form of proxy will not preclude members from attending and voting at the aforesaid meeting and in such event, the form of proxy will be deemed to be revoked.
As at the date hereof, the Board comprises non-executive director: Mr. ZHAO John Huan (Chairman), executive directors: Mr. CHENG Wu (CEO), Mr. YUEN Hoi Po (President) and independent non-executive directors: Mr. YUEN Kin, Mr. CHU Yuguo, Ms. WANG Song Song, Ms. PAN Min.
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