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China Treasures New Materials Group Ltd. — Proxy Solicitation & Information Statement 2025
Apr 24, 2025
50598_rns_2025-04-24_cce7480d-cd45-4b62-8ded-8c13e3ace38b.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 or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in China Treasures New Materials Group Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
China Treasures New Materials Group Ltd.
中寶新材集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2439)
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES AND BUYBACK SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in the lower portion of the cover and the first page of this circular shall have the same respective meanings as those defined in the section headed "DEFINITIONS" of this circular. A notice convening the 2025 AGM to be held at No. 3, Jing'Er Road, Kalun Industrial South Region, Jiutai Economics Development Zone, Changchun City, Jilin Province, PRC on Friday, 27 June 2025 at 10:00 a.m. is set out on pages 21 to 26 of this circular. A form of proxy for use at the 2025 AGM is enclosed with this circular. Such form is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.jl-ks.cn).
Whether or not you are able to attend the 2025 AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the offices of 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 as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2025 AGM or any adjournment thereof should you so wish.
25 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION ... 10
APPENDIX II - EXPLANATORY STATEMENT ... 15
NOTICE OF ANNUAL GENERAL MEETING ... 21
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:
“2025 AGM” the AGM to be held at No. 3, Jing’Er Road, Kalun Industrial South Region, Jiutai Economics Development Zone, Changchun City, Jilin Province, PRC on Friday, 27 June 2025 at 10:00 a.m., or any adjournment thereof
“AGM” the annual general meeting of the Company
“Articles of Association” The second amended and restated articles of association of the Company adopted on 9 March 2023, as amended, supplemented or otherwise modified from time to time
“Audit Committee” the audit committee of the Board
“Board” the board of Directors
“Buyback Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to buyback Shares during the relevant period not exceeding 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing the resolution granting such mandate
“CCASS” the Central Clearing and Settlement System established and operated by HKSCC
“close associate(s)” has the meaning ascribed to it under the Listing Rules
“CG Code” The Corporate Governance Code contained in Appendix C1 to the Listing Rules
“Companies Act” the Companies Act, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, modified and supplemented from time to time
“Company” China Treasures New Materials Group Ltd. (中寶新材集團有限公司), an exempted company with limited liability incorporated in the Cayman Islands on 21 January 2022, the issued Shares of which are listed on the Main Board of the Stock Exchange on 31 March 2023 (Stock Code: 2439)
– 1 –
DEFINITIONS
| “Controlling Shareholder(s)” | has the meaning ascribed thereto under the Listing Rules |
|---|---|
| “core connected person(s)” | has the meaning ascribed thereto under the Listing Rules |
| “Director(s)” | the director(s) of the Company |
| “ESG Committee” | the environmental, social and governance committee of the Board |
| “Group” | the Company and its subsidiaries |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “HKSCC” | Hong Kong Securities Clearing Company Limited |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Hong Kong Branch Share Registrar” | Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office |
| “Independent Third Party(ies)” | the independent third party(ies) who is/are, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, independent of the Company and its connected person(s) |
| “INED(s)” | the independent non-executive Director(s) of the Company |
| “Issue Mandate” | the general and unconditional mandate proposed to be granted at the 2025 AGM to the Directors to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares) during the relevant period not exceeding 20% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing the resolution granting such mandate |
| “Jilin Kaishun” | 吉林省開順新材料有限公司 Jilin Province Kaishun New Material Co., Ltd., a subsidiary of the Company |
| “Latest Practicable Date” | 16 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 Date” | 31 March 2023, the date on which the issued Shares were initially listed on the Stock Exchange |
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DEFINITIONS
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)
"Nomination Committee"
the nomination committee of the Board
"PRC"
the People’s Republic of China, for the purpose of this circular only, excluding Hong Kong, Macao and Taiwan
"Pre-IPO Investors"
the investors of the pre-IPO investments, namely, Mr. Chen Guobin (陳國斌), Mr. Li Xiquan (李溪泉), Mr. Lu Changdong (盧昌東), and Mr. Zhang Zhifang (章志方). Details of the pre-IPO investments are set out in the prospectus of the Company dated 21 March 2023
"Remuneration Committee"
the remuneration committee of the Board
"RMB"
Renminbi, the lawful currency of the PRC
"SFC"
the Securities and Futures Commission of Hong Kong
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, modified and supplemented from time to time
"Share(s)"
the ordinary share(s) with par value of HK$0.01 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
"subsidiary(ies)"
has the meaning ascribed to it under the Listing Rules
"substantial shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs, as amended, modified and supplemented from time to time
"treasury shares"
treasury shares as defined under the Listing Rules
"Year"
the year ended 31 December 2024
"%"
per cent
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LETTER FROM THE BOARD
China Treasures New Materials Group Ltd.
中寶新材集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2439)
Executive Directors:
Ms. Zhang Yuqiu (Chair)
Mr. Shan Yuzhu (Chief Executive Officer)
Mr. Li Xiquan
Mr. Li Peng
Registered office:
89 Nexus Way
Camana Bay
Grand Cayman
KY1-9009
Cayman Islands
Independent non-executive Directors:
Dr. Lai King Yin
Dr. Song Xiaofeng
Mr. Leung Tsz Wing
Principal Place of Business and
Head Office in the PRC
No. 3, Jing'Er Road
Kalun Industrial South Region
Jiutai Economics Development Zone
Changchun City
Jilin Province
PRC
Principal Place of Business in Hong Kong
Room 1910, 19/F., C C Wu Building
302-308 Hennessy Road
Wan Chai
Hong Kong
Hong Kong, 25 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES AND BUYBACK SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The Directors will propose at the 2025 AGM resolutions for, among other matters, (i) the grant of the Issue Mandate and the Buyback Mandate; (ii) the extension of the Issue Mandate to include the Shares bought-back under the Buyback Mandate; (iii) the re-election of the retiring Directors; and (iv) the re-appointment of the auditor of the Company.
The purpose of this circular is to give you notice of the 2025 AGM and to provide you with the information regarding the above resolutions to be proposed at the 2025 AGM to enable you to make an informed decision on whether to vote for or against those resolutions.
ISSUE MANDATE
Given that the general mandate granted to the Directors to issue Shares pursuant to the AGM held on 28 June 2024 will expire at the conclusion of the 2025 AGM, an ordinary resolution will be proposed at the 2025 AGM to grant the Issue Mandate to the Directors. Based on 1,000,000,000 Shares in issue as at the Latest Practicable Date and assuming that there will be no change in the number of issued Shares after the Latest Practicable Date and up to the date of the 2025 AGM, the Directors will be authorised to allot, issue and deal with up to a maximum of 200,000,000 Shares (including any sale or transfer of treasury shares), being 20% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of the resolution in relation thereto if the Issue Mandate is granted at the 2025 AGM. The Issue Mandate will expire at the earliest of: (a) the conclusion of the next AGM unless renewed by an ordinary resolution of the Shareholders in a general meeting, either unconditionally or subject to conditions; or (b) the expiration of the period within which the Company is required by law or the Articles of Association to hold the next AGM; or (c) the revocation, variation, or renewal of this general mandate by an ordinary resolution of the Shareholders in a general meeting of the Company.
BUYBACK MANDATE
Given that the general mandate granted to the Directors to buyback Shares pursuant to the AGM held on 28 June 2024 will expire at the conclusion of the 2025 AGM, an ordinary resolution will be proposed at the 2025 AGM to grant the Buyback Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Buyback Mandate and based on 1,000,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or no Shares will be bought-back and cancelled after the Latest Practicable Date and up to the date of the 2025 AGM, the Company will be allowed to buyback a maximum of 100,000,000 Shares, being 10% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of the resolution in relation thereto. The Buyback Mandate, if granted, will expire at the earliest of (a) the conclusion of the next AGM unless renewed by an ordinary resolution of the Shareholders in a general meeting, either unconditionally or subject to conditions; or (b) the expiration of the period within which the Company is required by law or the Articles of Association to hold the next AGM; or (c) the revocation, variation, or renewal of this general mandate by an ordinary resolution of the Shareholders in a general meeting of the Company.
LETTER FROM THE BOARD
An explanatory statement in connection with the Buyback Mandate is set out in Appendix II to this circular. The explanatory statement contains all the requisite information required under Rule 10.06(1)(b) of 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 Buyback Mandate.
EXTENSION OF ISSUE MANDATE TO ISSUE SHARES
Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Buyback Mandate, an ordinary resolution will be proposed at the 2025 AGM to authorise the increase in the total number of new Shares (excluding treasury shares, if any) which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares actually bought-back under the Buyback Mandate.
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, there were four executive Directors, namely Ms. Zhang Yuqiu, Mr. Shan Yuzhu, Mr. Li Xiquan and Mr. Li Peng; and three INEDs, namely Dr. Lai King Yin, Dr. Song Xiaofeng and Mr. Leung Tsz Wing.
Pursuant to Article 108(a) of the Articles of Association, at every AGM, one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement at an AGM by rotation at least once every three years. Furthermore, pursuant to code provision B.2.2 set out in the CG Code, every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years. Accordingly, Mr. Li Xiquan and Mr. Li Peng shall retire at the 2025 AGM and, being eligible, will offer themselves for re-election at the 2025 AGM.
Pursuant to Article 112 of the Articles of Association, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next first AGM after his appointment and shall then be eligible for re-election. Accordingly, Dr. Song Xiaofeng and Mr. Leung Tsz Wing shall retire at the 2025 AGM and, being eligible, will offer themselves for re-election at the 2025 AGM.
Mr. Li Xiquan, Mr. Li Peng, Dr. Song Xiaofeng and Mr. Leung Tsz Wing are collectively referred to as the "Retiring Director(s)".
The Nomination Committee had assessed and reviewed each of the INEDs' written confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them remain independent. In addition, the Nomination Committee had evaluated the performance of each of the Retiring Directors during the Year or since their respective dates of appointment (as the case may be) with reference to the nomination principles and criteria set out in the board diversity policy and the nomination policy of the Company and found their performance satisfactory. The Nomination Committee also considered that experience, skills and other perspectives of Mr. Li Xiquan, Mr. Li Peng being the executive Directors, and Dr. Song Xiaofeng and Mr. Leung
LETTER FROM THE BOARD
Tsz Wing being the INEDs as set out in Appendix I to this circular can bring further contributions to the Board and its diversity. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that all of the Retiring Directors stand for re-election as Directors at the 2025 AGM. As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their re-commendations for re-election by the Shareholders at the 2025 AGM. The Board believes that the continuous appointment of the Retiring Directors contributes to the stability and diversity of the Board.
The biographical details of each of the Retiring Directors to be re-elected at the 2025 AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.
RE-APPOINTMENT OF AUDITOR
Forvis Mazars CPA Limited (formerly known as Mazars CPA Limited), Certified Public Accountants (“Forvis Mazars”) will retire as the independent auditors of the Company at the 2025 AGM and, being eligible, offer themselves for re-appointment. The Board (which agreed with the view of the Audit Committee) recommended that, subject to the approval of the Shareholders at the 2025 AGM, Forvis Mazars be re-appointed as the independent auditor for the year ending 31 December 2025. Details of the re-appointment of independent auditor are set out in the resolution numbered 4 set out in the notice of the 2025 AGM.
2025 AGM AND PROXY ARRANGEMENT
The notice of the 2025 AGM is set out on pages 21 to 26 of this circular.
A form of proxy for use at the 2025 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.jl-ks.cn). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the 2025 AGM (i.e. not later than 10:00 a.m., on Wednesday, 25 June 2025 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2025 AGM if you so wish.
LETTER FROM THE BOARD
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules and article 72 of the Articles of Association, any vote of the Shareholders at a general meeting 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. Therefore, all resolutions as set out in the notice convening the 2025 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 13.39(5) of the Listing Rules.
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.
RECOMMENDATION
The Board considers that (i) the grant of the Issue Mandate and the Buyback Mandate, (ii) the extension of the Issue Mandate to include Shares bought-back under the Buyback Mandate, (iii) the re-election of the Retiring Directors, and (iv) the re-appointment of the auditor of the Company as set out in the notice of the 2025 AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2025 AGM as set out in the notice of the 2025 AGM on pages 21 to 26 of this circular.
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LETTER FROM THE BOARD
GENERAL
Your attention is drawn to the additional information set out in the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
For and on behalf of the Board
China Treasures New Materials Group Ltd.
Zhang Yuqiu
Chair and Executive Director
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APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
The following are the biographical details of the Directors who will retire as required by the Articles of Association and the Listing Rules and are proposed to be re-elected at the 2025 AGM.
Save as disclosed below, there is no other matter concerning the re-election of each of the following Directors that needs to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of the Listing Rules.
Mr. Li Xiquan (李溪泉) (“Mr. Li”), aged 52, is an executive Director and the vice president of the administrative department of our Group and one of the Pre-IPO Investors. Mr. Li joined our Group in May 2021 as the vice president of our administrative department, responsible for overseeing the daily administrative and human resources management of our Group. Mr. Li is also a director of Jilin Kaishun, a subsidiary of our Company. He was appointed as an executive Director on 16 May 2022. Mr. Li is also a member of the Nomination Committee.
Mr. Li has over 12 years of investment experience and almost 22 years of corporate management experience in different industries. From 1995 to 2001, Mr. Li worked at Shenyang Military Region Insurance Service Centre (瀋陽軍區保險服務中心). From April 2004 to April 2010, he worked as administrative manager of Heilongjiang Province Jingwei Cultural Communication Co., Ltd.* (黑龍江省經緯文化傳播有限公司), which was principally engaged in advertisement design and information consultation. From April 2010 to December 2020, Mr. Li co-invested with his friend in the hotel business in Qitaihe City, Heilongjiang province, including Qitaihe City Taoshan District Xilong Hotel (七台河市桃山區禧龍賓館). From April 2010 to February 2021, Mr. Li worked as the administrative general manager of Jiamusi City Oriental Hospital Co., Ltd (佳木斯市東方醫院有限責任公司) and was principally responsible for general administrative management. In May 2021, Mr. Li invested in Jilin Kaishun and has since acted as the vice president of the administrative department of our Group.
Mr. Li obtained a bachelor’s degree in economics and management from Heilongjiang University of Finance and Economics (黑龍江財經學院) in the PRC in June 2012.
Mr. Li has entered into a service contract with the Company for an initial fixed term of three years commencing from the date of appointment as an executive Director, and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other. Mr. Li’s emoluments for the financial year ended 31 December 2024 amounted at approximately RMB276,000. Such emolument will be determined annually by the Remuneration Committee by reference to his responsibilities and duties within the Company.
There is no information which is discloseable nor is/was Mr. Li involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Li that need to be brought to the attention of the Shareholders.
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for identification purposes only
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APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Li Peng (李鹏), aged 30, is an executive Director and the vice president of our production department. Mr. Li Peng joined our Group after his graduation from university in July 2016. He was appointed as an executive Director on 16 May 2022. Mr. Li Peng is responsible for supervising the production operation of our Group. Mr. Li Peng is also a member of the ESG Committee.
Mr. Li Peng joined Jilin Kaishun in July 2016 as an assistant to the chair of the board of directors of Jilin Kaishun, who at the relevant time was Mr. Shan Yuzhu (“Mr. Shan”). Mr. Li Peng assisted Mr. Shan to manage Jilin Kaishun, including (i) assisted Mr. Shan in organizing discussions among different departments of our Group covering strategic development plans, tendering and sales, and R&D, production and quality control of our products; (ii) assisted Mr. Shan in formulating corporate governance measures and policies; and (iii) acted as the liaison between our Board and competent governmental authorities or external parties. In July 2018, after accumulated experiences by working closely with Mr. Shan, Mr. Li Peng was promoted to the vice president of our production department. Our Directors believe that although Mr. Li Peng is relatively inexperienced in the beginning, through his work experience with us, he is able to understand better of our operations, and provide our Board a more diversified view, especially with a younger mindset and ideas for initiatives of biodegradable products.
On 29 July 2022, Mr. Li Peng was appointed as the committee member of the expert committee of Jilin Province Packaging Technology Association (吉林省包装技術協會), a provincial industry association governed by the Jilin Province Department of Civil Affairs (吉林省民政廳). Mr. Li Peng obtained a bachelor’s degree in mechatronics technology from Heilongjiang Industry and Commerce Technology Institute (黑龍江工商職業技術學院) in the PRC in July 2016.
Mr. Li Peng has entered into a service contract with the Company for an initial fixed term of three years commencing from the date of appointment as an executive Director, and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other. Mr. Li Peng’s emoluments for the financial year ended 31 December 2024 amounted at approximately RMB214,000. Such emolument will be determined annually by the Remuneration Committee by reference to his responsibilities and duties within the Company.
There is no information which is discloseable nor is/was Mr. Li Peng involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Li Peng that need to be brought to the attention of the Shareholders.
- for identification purposes only
APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Dr. Song Xiaofeng (宋晓峰) (“Dr. Song”), aged 52, was appointed as our INED on 28 October 2024. Dr. Song is responsible for providing independent advice on the business strategies, operations and management of our Board. He is also the chairman of the Remuneration Committee, a member of the Audit Committee and a member of the Nomination Committee.
Dr. Song has approximately 16 years of research experience in polymer chemistry and physics (高分子化學與物理). After Dr. Song’s graduation from Changchun University of Technology (“CCUT”, 長春工業大學), he had been appointed as a materials science (材料學科) tutor in CCUT and has been appointed as a polymer chemistry and physics professor since September 2014. After obtaining a doctorate degree with a major in polymer chemistry and physics in Jilin University (“JLU”, 吉林大學), Dr. Song performed postdoctoral research work in Changchun Institute of Applied Chemistry Chinese Academy of Sciences (中國科學院長春應用化學研究所) from December 2008 to July 2011.
Dr. Song has long been engaged in research on design and synthesis of biodegradable polymers (生物可降解高分子的設計與合成), construction of biodegradable polymer multiphase materials and their applications in biomedicine, ecological environment and general engineering plastics (生物可降解高分子多相材料的構築及其在生物醫學、生態環境和通用工程塑膠中的應用), design and preparation of smart polymer materials (智能高分子材料的設計與製備), etc. Dr. Song has published over 50 research papers on international publications, such as Chemical Engineering Journal, Journal of Colloid and Interface, Composites Science and Technology, International Journal of Biological Macromolecule, etc. Dr. Song was authorised 15 patents in the PRC. In 2013, Dr. Song won Second Class Prize for Jilin Province Natural Science Academic Achievement Award (吉林省自然科學學術成果二等獎). He won Third Class Prize for Jilin Province Science and Technology Award* (吉林省科學技術獎三等獎) in 2020.
Dr. Song obtained a bachelor degree with a major in textile engineering and textile trade (輕紡工程系紡織商貿) from CCUT in July 1995. He obtained a master’s degree with a major in textile engineering (紡織工程) from CCUT in April 2004. In June 2008, Dr. Song obtained a doctorate degree with a major in polymer chemistry and physics in JLU.
Dr. Song confirmed that (i) to the best of his knowledge, information and belief after making reasonable enquiries, each of the above companies was solvent immediately prior to its dissolution; (ii) there is no wrongful act on his part leading to the dissolutions of each of the above companies; (iii) he is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolutions of each of the above companies; and (iv) no misconduct or misfeasance had been involved on his part in the dissolution of each of the above companies.
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for identification purposes only
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APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Dr. Song has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from the date of appointment as an INED and will be renewed for a new fixed term of one year thereafter until terminated by not less than one month's notice in writing served by Dr. Song or the notice in writing with immediate effect served by the Company. Dr. Song's emoluments from 28 October 2024 (date of appointment) to 31 December 2024 amounted at approximately RMB22,000. Such emolument will be determined annually by the Remuneration Committee by reference to his responsibilities and duties within the Company.
There is no information which is discloseable nor is/was Dr. Song involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Dr. Song that need to be brought to the attention of the Shareholders.
Mr. Leung Tsz Wing (梁子荣) ("Mr. Leung"), aged 41, was appointed as our INED on 21 October 2024. Mr. Leung is responsible for providing independent advice on the business strategies, operations and management of our Board. He is also the chairman of the Audit Committee and the chairman of the ESG Committee.
Mr. Leung is currently the managing partner of Avantfaire Investment Management Limited, a licensed corporation authorised by the Securities and Futures Commission conducting regulated activities of advising on securities and asset management in Hong Kong. Mr. Leung started his career at Deloitte Touche Tohmatsu and has over 19 years of experience in direct investment, private equity, fund raising and financial reporting.
Mr. Leung has held several positions in listed companies, include that served as an independent non-executive director of China Carbon Neutral Development Group Limited (formerly known as Bisu Technology Group International Limited) (stock code: 1372) from November 2018 to November 2021. He serves as an independent non-executive director of Modern Chinese Medicine Group Co., Ltd. (stock code: 1643) since December 2020. Additionally, from January 2022 to August 2024, he was an independent non-executive director of Wonderful Sky Financial Group Holdings Limited (stock code: 1260). All these companies are listed on the Main Board of the Stock Exchange.
Mr. Leung obtained a Bachelor of Business Administration (Accounting & Finance) from the Hong Kong University of Science and Technology. He is a member of the Hong Kong Institute of Certified Public Accountants since 2009 and a fellow member since 2016. He also holds Chartered Financial Analyst (CFA), Chartered Alternative Investment Analyst (CAIA) and Certified ESG Analyst® (CESGA) designations.
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APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Leung has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from the date of appointment as an INED and will be renewed for a new fixed term of one year thereafter until terminated by not less than one month's notice in writing served by Mr. Leung or the notice in writing with immediate effect served by the Company. Mr. Leung's emoluments from 21 October 2024 (date of appointment) to 31 December 2024 amounted at approximately RMB22,000. Such emolument will be determined annually by the Remuneration Committee by reference to his responsibilities and duties within the Company.
There is no information which is discloseable nor is/was Mr. Leung involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Leung that need to be brought to the attention of the Shareholders.
Each of Dr. Song and Mr. Leung has confirmed his independence pursuant to Rule 3.13 of the Listing Rules respectively.
Save as disclosed above, each of the Retiring Directors confirms with respect to him that as at the Latest Practicable Date: he (i) had not held any directorship in the last three years in any public company, the securities of which are listed on any securities market in Hong Kong or overseas; (ii) did not hold other positions in the Company or other members of the Group; (iii) did not have any relationship with any Directors, senior management, substantial shareholder or controlling shareholder of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO, which are or have been listed on any securities market in Hong Kong or overseas in the past three years.
Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of the Retiring Directors.
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APPENDIX II
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the requisite information to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the 2025 AGM for approving the Buyback Mandate.
The Listing Rules permit companies whose primary listing is on the Stock Exchange to buyback their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
- SHAREHOLDERS' APPROVAL
All proposed share buyback on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of the shareholders, either by way of a general mandate or by a specific approval.
- BUYBACK OF SECURITIES FROM CORE CONNECTED PERSONS
Under the Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.
As at the Latest Practicable Date, 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 Buyback Mandate is approved by the Shareholders.
- SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 1,000,000,000 issued Shares in one class. Subject to the passing of the proposed ordinary resolution for the approval of the Buyback Mandate and assuming that there is no change in the number of the issued Shares after the Latest Practicable Date and up to the date of the 2025 AGM of passing such resolution, the Directors will be authorised to buyback up to a maximum of 100,000,000 Shares, representing 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing the relevant resolution. The Buyback Mandate will expire at the earliest of (a) the conclusion of the next AGM unless renewed by an ordinary resolution of the Shareholders in a general meeting, either unconditionally or subject to conditions; or (b) the expiration of the period within which the Company is required by law or the Articles of Association to hold the next AGM; or (c) the revocation, variation, or renewal of this general mandate by an ordinary resolution of the Shareholders in a general meeting of the Company.
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APPENDIX II
EXPLANATORY STATEMENT
4. REASONS FOR BUYBACK
The Directors presently have no intention to buyback any Shares but consider that the Buyback Mandate will provide the Company with the flexibility to make such buyback when appropriate and beneficial to the Company. An exercise of the Buyback Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that a buyback will benefit the Company and the Shareholders as a whole. The number of the Shares to be bought-back on any occasion and the price and other terms on which the same are bought-back will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining, subject to the restrictions under the Listing Rules.
5. FUNDING OF BUYBACK
In buying-back securities, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the Cayman Islands and/or other applicable laws.
The Company may not buyback its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange in effect from time to time.
Subject to the foregoing, any buyback of the Shares by the Company may be made out of profits of the Company, out of share premium, or out of the proceeds of a fresh issue of the Shares made for the purpose of the buyback or, subject to the Companies Act, out of capital. Any amount of premium payable on the purchase over the par value of the Shares to be bought-back must be out of profits of the Company, out of the Company's share premium account before or at the time the Shares are bought-back, or subject to the Companies Act, out of capital.
The Company may cancel such bought-back Shares or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of buyback of the Shares.
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.
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APPENDIX II
EXPLANATORY STATEMENT
6. IMPACT ON WORKING CAPITAL OR GEARING POSITION
The Directors consider that an exercise of the Buyback Mandate in full could have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 December 2024, being the date of its latest published audited consolidated financial statements. However, the Directors do not propose to exercise the Buyback Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.
7. SHARE PRICES
The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date were as follows:
| Month | Traded price per Share (HK$) | |
|---|---|---|
| Highest | Lowest | |
| 2024 | ||
| April | 0.400 | 0.275 |
| May | 0.455 | 0.280 |
| June | 0.325 | 0.290 |
| July | 0.335 | 0.260 |
| August | 0.285 | 0.200 |
| September | 0.330 | 0.222 |
| October | 0.355 | 0.275 |
| November | 0.290 | 0.250 |
| December | 0.300 | 0.240 |
| 2025 | ||
| January | 0.260 | 0.226 |
| February | 0.270 | 0.248 |
| March | 0.345 | 0.235 |
| April (up to and the Latest Practicable Date) | 0.320 | 0.236 |
APPENDIX II
EXPLANATORY STATEMENT
8. DIRECTORS AND THEIR CLOSE ASSOCIATES
None of the Directors nor to the best of their knowledge having made all reasonable enquiries, their close associates, has any present intention to sell to the Company any of the Shares in the event that the proposed resolution for the Buyback Mandate is approved at the 2025 AGM.
9. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the powers of the Company to buyback Shares pursuant to the Buyback Mandate in accordance with the Listing Rules, the Cayman Islands and/or other applicable laws and regulations. The Directors will not exercise the Buyback Mandate if the buyback would result in the number of the Shares which are in the hands of the public falling below 25% of the total number of the Shares in issue (or such other percentage as may be prescribed as the minimum public shareholding under the Listing Rules).
10. EFFECT OF TAKEOVERS CODE
If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Company exercising its powers to buyback Shares pursuant to the Buyback Mandate, such an increase will be treated as an acquisition of voting rights for the purpose 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(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
APPENDIX II
EXPLANATORY STATEMENT
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following Shareholders were interested in 5% or more of the number of issued Shares:
| Name of Shareholder | Capacity/Nature of Interest | Number of Shares held (L)(1) | Approximate percentage of the Company’s issued share capital (L)(1) (%) | Approximate percentage of total number of Shares (assuming the Buyback Mandate is exercised in full) (L)(1) (%) |
|---|---|---|---|---|
| Ms. Zhang(2) | Interest in a controlled corporation | 321,080,700 | 32.11 | 35.68 |
| Mr. Shan(3) | Interest in controlled corporations | 190,822,340 | 19.08 | 21.20 |
| Lvsetianye Technology(2) | Beneficial owner | 321,080,700 | 32.11 | 35.68 |
| Lvsesenlin Technology(3) | Beneficial owner | 91,022,880 | 9.10 | 10.11 |
| Interest in controlled corporations | 99,799,460 | 9.98 | 11.19 | |
| Daziran Technology(3) | Beneficial owner | 92,599,460 | 9.26 | 10.29 |
| CPEP Holdings(3) | Beneficial owner | 7,200,000 | 0.72 | 0.80 |
Notes:
(1) The Letter "L" demonstrates long position.
(2) Lvsetianye Technology held approximately 32.11% of the issued share capital of the Company. Lvsetianye Technology is wholly owned by Ms. Zhang Yuqiu ("Ms. Zhang"), the executive Director of the Company. Ms. Zhang is therefore deemed to be interested in the Shares that Lvsetianye Technology is interested in.
(3) Lvsesenlin Technology, Haziran Technology and CPEP Holdings held approximately 9.10%, 9.26% and 0.72% of the issued share capital of the Company, respectively. Each of Haziran Technology and CPEP Holdings is wholly owned by Lvsesenlin Technology, which is in turn wholly owned by Mr. Shan, the executive Director of the Company. Mr. Shan is therefore deemed to be interested in the Shares that each of Lvsesenlin Technology, Haziran Technology and CPEP Holdings is interested in.
On the basis that the number of issued Shares remain the same and save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any buyback pursuant to the Buyback Mandate. The Directors do not intend to exercise the Buyback Mandate to an extent which would, in the circumstances, trigger any potential consequences under the Takeovers Code.
APPENDIX II
EXPLANATORY STATEMENT
11. SHARE BUYBACK MADE BY THE COMPANY
No buyback of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.
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NOTICE OF ANNUAL GENERAL MEETING
China Treasures New Materials Group Ltd.
中寶新材集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2439)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders of China Treasures New Materials Group Ltd. (the “Company” and the “2025 AGM”, respectively) will be held at No. 3, Jing’Er Road, Kalun Industrial South Region, Jiutai Economics Development Zone, Changchun City, Jilin Province, PRC on Friday, 27 June 2025 at 10:00 a.m. for the following purposes:
-
To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2024 and the respective reports of the Company’s directors (the “Director(s)”) and independent auditor;
-
(i) To re-elect Mr. Li Xiquan as an executive Director;
(ii) To re-elect Mr. Li Peng as an executive Director;
(iii) To re-elect Dr. Song Xiaofeng as an independent non-executive Director; and
(iv) To re-elect Mr. Leung Tsz Wing as an independent non-executive Director; -
To authorise the board of Directors of the Company (the “Board”) to fix the remuneration of the Directors for the year ending 31 December 2025 (“FY2025”);
-
To re-appoint Forvis Mazars CPA Limited (formerly known as Mazars CPA Limited), Certified Public Accountants as the independent auditor of the Company’s financial statements for FY2025 and authorise the Board to fix their remuneration;
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (c) below of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the “Shares”) (including any sale or transfer of treasury shares) or securities convertible into Shares, or options or securities for similar rights to subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “Articles of Association”) in force from time to time, shall not exceed the aggregate of 20% of the total number of the Shares in issue (excluding treasury shares, if any) as at the date of the passing of this resolution and such approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company (the “AGM”);
(ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any other applicable laws; or
(iii) the date on which the authority set out in this resolution is revoked or varied by way of an ordinary resolution by the shareholders of the Company in general meeting;
“Rights Issue” means an offer of Shares, or offer or issue of options or other securities giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws or the requirements of any recognised regulatory body or any stock exchange in any territory, outside Hong Kong).
- To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (b) below of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to buyback the shares of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “Commission”) and the Stock Exchange under The Codes on Takeovers and Mergers and Share Buy-backs issued by the Commission be and is hereby generally and unconditionally approved;
(b) the total number of the Shares which may be bought-back by the Company pursuant to the approval in paragraph (a) of this resolution above during the Relevant Period (as defined below) shall not exceed 10% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) above of this resolution shall be limited accordingly; and
NOTICE OF ANNUAL GENERAL MEETING
(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 (the “AGM”);
(ii) the expiration of the period within which the next AGM is required to be held by the articles of association of the Company or any other applicable laws; or
(iii) the date on which the authority set out in this resolution is revoked or varied by way of an ordinary resolution by the shareholders of the Company in general meeting.”
- To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
“THAT conditional upon the passing of resolutions numbered 5 and 6 set out in the notice convening the annual general meeting of the Company (the “Notice”), the authority granted to the directors of the Company pursuant to resolution numbered 5 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the total number of the shares of the Company (the “Shares”) bought-back pursuant to the authority granted pursuant to Resolution numbered 6 set out in the Notice, provided that such amount shall not exceed 10% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of passing this Resolution.”
Yours faithfully,
For and on behalf of the Board
China Treasures New Materials Group Ltd.
Zhang Yuqiu
Chair and Executive Director
Hong Kong, 25 April 2025
NOTICE OF ANNUAL GENERAL MEETING
Registered office:
89 Nexus Way
Camana Bay
Grand Cayman
KY1-9009
Cayman Islands
Principal Place of Business and
Head Office in the PRC
No. 3, Jing'Er Road
Kalun Industrial South Region
Jiutai Economics Development Zone
Changchun City
Jilin Province
PRC
Principal Place of Business in Hong Kong
Room 1910, 19/F., C C Wu Building 302-308
Hennessy Road
Wan Chai
Hong Kong
Notes:
-
Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy 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 2025 AGM. A proxy need not be a member of the Company.
-
In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of 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 not less than 48 hours before the time for holding the meeting or adjourned meeting.
-
The register of members of the Company will be closed from Tuesday, 24 June 2025 to Friday, 27 June 2025 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attending the 2025 AGM, all transfers, accompanied by the relevant share certificates, have to be lodged with 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, not later than 4:30 p.m. on Monday 23 June 2025.
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In relation to the proposed resolution numbered 2 above, Mr. Li Xiquan, Mr. Li Peng, Dr. Song Xiaofeng and Mr. Leung Tsz Wing will retire as Directors at the 2025 AGM and, being eligible, offer themselves for re-election. Details of the above Directors are set out in Appendix I to the Company's circular dated 25 April 2025.
-
In relation to the proposed resolution numbered 4 above, the Board concurs with the views of the audit committee of the Board and has recommended that Forvis Mazars CPA Limited (formerly known as Mazars CPA Limited), Certified Public Accountants be re-appointed as the independent auditor.
-
In relation to the proposed resolution numbered 5 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The Directors have no immediate plans to issue any new Shares.
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NOTICE OF ANNUAL GENERAL MEETING
-
In relation to the proposed resolution numbered 6 above, the Directors wish to state that currently, they have no present intention to buyback any Shares and will exercise the powers conferred thereby to buyback Shares only in the circumstances which they consider appropriate for the benefit of the Company and the Members as a whole. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote for or against the proposed resolution as required by the Listing Rules is set out in Appendix II to the Company’s circular dated 25 April 2025.
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In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in this notice will be decided by way of a poll except where the chairman of the 2025 AGM, 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.
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Where there are joint holders of any Share, any one of such joint holders may vote at the 2025 AGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the 2025 AGM, 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. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
As at the date of this notice, the Board comprises Ms. Zhang Yuqiu, Mr. Shan Yuzhu, Mr. Li Xiquan and Mr. Li Peng as the executive Directors; and Dr. Lai King Yin, Dr. Song Xiaofeng and Mr. Leung Tsz Wing as the independent non-executive Directors.
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