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CR Construction Group Holdings Limited Proxy Solicitation & Information Statement 2025
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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 you should take, you should consult your stockbroker, licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Chinese People Holdings Company Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker 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.
CHINESE PEOPLE HOLDINGS COMPANY LIMITED
中民控股有限公司
(incorporated in Bermuda with limited liability) (stock code: 681)
(1) PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SECURITIES AND TO ISSUE SECURITIES,
(2) RE-ELECTION OF THE RETIRING DIRECTORS, AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of Chinese People Holdings Company Limited to be held at the head office of Chinese People Holdings Company Limited, Conference Room, 1st Floor, No. 36 BDA International Business Park, No. 2 Jingyuan North Street, Economic Technological Development Area, Beijing, China on Wednesday, 25 June 2025 at 1:30 p.m. is set out on pages 14 to 18 of this circular. A form of proxy for use at the annual general meeting of the Company is also enclosed.
Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's Hong Kong branch share registrar, 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 later than 48 hours before the time appointed for the holding of the meeting of the Company or adjourned meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjourned meeting thereof if they so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
30 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board
I. Introduction 3
II. Buyback Mandate and Issuance Mandate 4
III. Re-election of the Retiring Directors 5
IV. Annual General Meeting 6
V. Closure of Register of Members 6
VI. Recommendations 7
VII. General information 7
VIII. Responsibility Statement 7
Appendix I – Explanatory Statement – Buyback Mandate 8
Appendix II – Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting 12
Notice of Annual General Meeting 14
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the following meanings:
"Annual General Meeting" or "AGM"
an annual general meeting of the Company to be held on Wednesday, 25 June 2025 at 1:30 p.m. or any adjournment thereof, at the head office of Chinese People Holdings Company Limited, Conference Room, 1st Floor, No. 36 BDA International Business Park, No. 2 Jingyuan North Street, Economic Technological Development Area, Beijing, China, to consider, if appropriate to approve the resolutions contained in the notice of the meeting which is set out on pages 14 to 18 of this circular
"associate"
has the meaning ascribed to this term in the Listing Rules
"Audit Committee"
the audit committee of the Company
"Board"
the board of Directors from time to time
"Business Day"
a day on which the Stock Exchange is open for the trading of securities
"Buyback Mandate"
as defined in paragraph II of the Letter from the Board
"Bye-laws"
the bye-laws of the Company currently in force
"Company"
Chinese People Holdings Company Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on main board of the Stock Exchange
"Companies Act"
The Companies Act 1981 of Bermuda, as amended from time to time
"Companies Ordinance"
the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and includes any amendment, consolidation or re-enactment thereof from time to time
"core connected persons"
has the meaning ascribed to this term in the Listing Rules
"Directors"
the directors of the Company
"Group"
the Company and its Subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
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DEFINITIONS
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
|---|---|
| “Issuance Mandate” | as defined in paragraph II of the Letter from the Board |
| “Latest Practicable Date” | 18 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time |
| “Nomination Committee” | the nomination committee of the Company |
| “PRC” or “China” | the People’s Republic of China, which for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan |
| “Remuneration Committee” | the remuneration committee of the Company |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time |
| “Share(s)” | fully paid-up ordinary share(s) of HK$0.07 each in the share capital of the Company |
| “Shareholders” | holders of the Shares |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Subsidiary(ies)” | a subsidiary for the time being of the Company within the meaning of the Companies Ordinance and “Subsidiaries” shall be construed accordingly |
| “Takeovers Code” | The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission as amended from time to time |
| “%” | percent |
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LETTER FROM THE BOARD
CHINESE PEOPLE HOLDINGS COMPANY LIMITED
中民族股有限公司
(incorporated in Bermuda with limited liability) (stock code: 681)
Executive Directors:
Dr. Mo Shikang (Chairman)
Mr. Zhang Hesheng
Mr. Fan Fangyi
Miss Mo Yunbi
Ms. Li Fun Replen
Independent non-executive Directors:
Dr. Liu Junmin
Prof. Zhao Yanyun
Mr. Cheung Chi Ming
Registered office:
Victoria Place,
5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
Head office:
No. 36 BDA International Business Park
No. 2 Jingyuan North Street
Economic Technological Development Area
Beijing, China
Principal place of business in Hong Kong:
Room 1503, 15th Floor
Beverly House
93-107 Lockhart Road
Wanchai, Hong Kong
30 April 2024
To the Shareholders
Dear Sir or Madam,
(1) PROPOSALS FOR GENERAL MANDATES
TO REPURCHASE SECURITIES AND TO ISSUE SECURITIES,
(2) RE-ELECTION OF THE RETIRING DIRECTORS,
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
I. INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the Annual General Meeting for the approval of (a) the granting of the Buyback Mandate and the Issuance Mandate to the Directors; (b) the re-election of the retiring Directors and to seek your approval of the resolutions relating to these matters at the Annual General Meeting. The Board has confirmed that having made all reasonable enquiries, no Shareholder is required to abstain from voting on any of the resolutions as set out in the notice of the Annual General Meeting.
LETTER FROM THE BOARD
II. BUYBACK MANDATE AND ISSUANCE MANDATE
At the annual general meeting of the Company held on 7 June 2024, the Buyback Mandate was given to the Directors to repurchase securities and the Issuance Mandate was given to the Directors to issue securities. Both of them will lapse at the conclusion of the Annual General Meeting. At the Annual General Meeting, the respective ordinary resolutions shall be proposed:
(a) to grant to the Directors a general mandate to exercise the powers of the Company to undertake repurchases of the Company’s securities up to a maximum of 10% of the number of issued Shares on the date of passing of the relevant ordinary resolution (the “Buyback Mandate”);
(b) to grant a general mandate to the Directors to issue securities up to a maximum of 20% of the number of issued Shares on the date of passing of the relevant ordinary resolution (the “Issuance Mandate”); and
(c) to extend the Issuance Mandate by the number of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.
As at the Latest Practicable Date, the issued share capital of the Company comprised 8,934,561,203 Shares. On the basis that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed:
(1) to buyback a maximum of 893,456,120 Shares under the Buyback Mandate during the period in which the Buyback Mandate remains in force. If the Company conducts a share consolidation or subdivision after the Buyback Mandate is granted, the maximum number of Shares that can be repurchased under the Buyback Mandate will be adjusted so that such maximum number of Shares as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision will be the same; and
(2) to issue a maximum of 1,786,912,240 Shares under the Issuance Mandate during the period in which the Issuance Mandate remains in force, it may extend subject to the terms stated in item (c) above. If the Company conducts a share consolidation or subdivision after the Issuance Mandate is granted, the maximum number of Shares that can be issued under the Issuance Mandate will be adjusted so that such maximum number of Shares as a percentage of the total number of issued Shares as at the date immediately before and after such consolidation or subdivision will be the same.
LETTER FROM THE BOARD
The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in Resolutions Nos. 4 and 5 set out in the notice of the Annual General Meeting. The Directors wish to state that they have no present intention of issuing any securities.
In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Buyback Mandate. An explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.
III. RE-ELECTION OF THE RETIRING DIRECTORS
In accordance with Bye-law and the Listing Rules, the following Directors shall retire from the Board by rotation at the conclusion of the Annual General Meeting:
(a) Miss Mo Yunbi, executive Director;
(b) Ms. Li Fun Replen, executive Director; and
(c) Mr. Cheung Chi Ming, independent non-executive Director.
All the above Directors offer themselves for re-election as Directors at the Annual General Meeting.
The above proposed re-elections in the Annual General Meeting have been recommended by the Nomination Committee and approved by the Board accordingly. Details of all the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II hereto.
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LETTER FROM THE BOARD
IV. ANNUAL GENERAL MEETING
The notice of the Annual General Meeting is set out on pages 14 to 18 of this circular.
At the Annual General Meeting, the respective resolutions will be proposed to consider and, if thought fit, to approve, among other things, (a) the granting of the Buyback Mandate and the Issuance Mandate; (b) the extension of the Issuance Mandate to the Directors by the addition of the number of Shares repurchased pursuant to the Buyback Mandate; and (c) the re-election of the retiring Directors.
Pursuant to the Listing Rules and the Bye-law, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll vote results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.681hk.com). If you intend to appoint a proxy to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. In calculating the aforesaid 48 hours period, no account will be taken off any part of a day that is a public holiday. Accordingly, the form of proxy must be delivered not later than 1:30 p.m. on Monday, 23 June 2025. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.
V. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Friday, 20 June 2025 to Wednesday, 25 June 2025 (both dates inclusive), for the purpose of determining the Shareholders eligibility to attend and vote at the Annual General Meeting and during which period no transfer of the Shares will be effected. In order to qualify for attendance of the Annual General Meeting, all completed transfer forms accompanied by the relevant share certificates of the Company must be lodged with the Company's branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Thursday, 19 June 2025.
LETTER FROM THE BOARD
VI. RECOMMENDATIONS
The Board considers that the proposed granting of the Buyback Mandate, the Issuance Mandate, the extension of the Issuance Mandate to the Directors and the re-election of the retiring Directors namely, Miss Mo Yunbi, Ms. Li Fun Replen and Mr. Cheung Chi Ming who offer themselves for re-election are all in the best interests of the Company its Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting.
VII. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendix I (Explanatory Statement – the Buyback Mandate) and Appendix II (Details of the retiring Directors proposed to be re-elected at the Annual General Meeting) to this circular.
VIII. 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.
Yours faithfully
For and on behalf of the Board
Mr. Fan Fangyi
Managing Director and Executive Director
APPENDIX I EXPLANATORY STATEMENT - BUYBACK MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information for your consideration of the proposed Buyback Mandate.
1. REASONS FOR SHARE BUYBACK
The Directors believe that the proposed granting of the Buyback Mandate is in the interests of the Company and its Shareholders.
Trading conditions on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when Shares are trading at a discount to their underlying value, the ability of the Company to buyback Shares and other securities of the Company (if any) will be beneficial to those Shareholders who retain their investment in the Company. Shares buyback will only be made when the Directors believe that such a buyback will benefit the Company and the Shareholders. Such buyback 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. The Directors believe that the flexibility afforded by the Buyback Mandate would be beneficial to the Company and its Shareholders.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued shares of the Company comprised 8,934,561,203 Shares at HK$0.07 each. Subject to the passing of the ordinary resolution no. 4 set out in the notice of the Annual General Meeting and on the basis that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Buyback Mandate to buyback a maximum of 893,456,120 Shares during the period in which the Buyback Mandate remains in force.
The Shares repurchased by the Company under the Buyback Mandate will be cancelled by the Company.
3. FUNDING OF SHARE BUYBACK
In repurchasing securities of the Company under the Buyback Mandate, the Company may only apply funds legally available for such purpose in accordance with its Bye-laws, the Listing Rules, the laws of Bermuda and other applicable laws.
Securities of the Company shall not be repurchased for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. The Directors propose that repurchases of securities of the Company under the Buyback Mandate in these circumstances would be financed from the Company's internal resources or existing banking facilities.
APPENDIX I EXPLANATORY STATEMENT - BUYBACK MANDATE
There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Buyback Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. The number of securities to be repurchased on any occasion and the price and other terms upon which the same are purchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.
4. MARKET PRICES OF SHARES
The highest and lowest market prices at which the Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:
| | Share Price
(Per Share) | |
| --- | --- | --- |
| | Highest
HK$ | Lowest
HK$ |
| 2024 | | |
| April | 0.026 | 0.021 |
| May | 0.027 | 0.022 |
| June | 0.025 | 0.022 |
| July | 0.027 | 0.022 |
| August | 0.023 | 0.019 |
| September | 0.025 | 0.017 |
| October | 0.032 | 0.021 |
| November | 0.022 | 0.020 |
| December | 0.033 | 0.021 |
| 2025 | | |
| January | 0.028 | 0.020 |
| February | 0.024 | 0.020 |
| March | 0.030 | 0.019 |
| April (up to Latest Practicable Date) | 0.022 | 0.018 |
APPENDIX I
EXPLANATORY STATEMENT - BUYBACK MANDATE
5. DISCLOSURE OF INTEREST
As at the Latest Practicable Date, the interest of substantial Shareholders were as follows:
| Substantial Shareholders | Capacity in which Shares were held | Number of Shares | Percentage of Shares to total number of Shares in issue* |
|---|---|---|---|
| % | |||
| Lofty Key (note 1) | Beneficial owner | 2,616,660,762 | 29.29 |
| Ping Da (note 2) | Beneficial owner | 1,135,000,000 | 12.70 |
| Renown City (note 1 & 2) | Interested in controlled corporation | ||
| Lofty Key | 2,616,660,762 | ||
| Ping Da | 1,135,000,000 | 41.99 | |
| Civios Group (note 1 & 2) | Interested in controlled corporation | ||
| Lofty Key | 2,616,660,762 | ||
| Ping Da | 1,135,000,000 | 41.99 |
Notes:
- The entire issued share capital of Lofty Key Limited ("Lofty Key") was held by Renown City Holdings Limited ("Renown City"), whereas the entire issued share capital of Renown City was held by Civios Group Limited ("Civios Group"), Civios Group was legal and beneficially owned 70% by Dr. Mo Shikang and 30% by Miss Mo Yunbi, executive Directors, respectively. Accordingly, Renown City, Civios Group, Dr. Mo Shikang and Miss Mo Yunbi are deemed to be interested in the Shares in which Lofty Key is interested under the SFO.
- The entire issued share capital of Ping Da Development Limited ("Ping Da") was held by Renown City, whereas the entire issued share capital of Renown City was held by Civios Group, Civios Group was legal and beneficially owned 70% by Dr. Mo Shikang and 30% by Miss Mo Yunbi, executive Directors, respectively. Accordingly, Renown City, Civios Group, Dr. Mo Shikang and Miss Mo Yunbi are deemed to be interested in the Shares in which Ping Da is interested under the SFO.
- The percentage has been adjusted (if any) based on the total number of Shares in issue as at the Latest Practicable Date (i.e. 8,934,561,203 shares).
APPENDIX I EXPLANATORY STATEMENT - BUYBACK MANDATE
None of the Directors, and to the best of their knowledge having made all reasonable enquiries, nor any close associates of the Directors, have any present intention to sell any Shares to the Company in the event that the Buyback Mandate is approved by Shareholders.
The Directors will exercise the power of the Company to make purchases under the Buyback Mandate in accordance with the Bye-laws, the Listing Rules, the laws of Bermuda and other applicable laws.
The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company, in the event that the Buyback Mandate is approved by its Shareholders.
If as a result of a repurchases of securities of the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of such increase, could increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
Assuming that the substantial Shareholders do not dispose of its Shares, if the Buyback Mandate were exercised in full, the percentage shareholdings of the substantial Shareholders before and after such repurchase would be as follows:
| Substantial Shareholders | Before Buyback Mandate | After Buyback Mandate |
|---|---|---|
| Lofty Key | 29.29% | 32.54% |
| Ping Da | 12.70% | 14.11% |
| Renown City and Civios Group | 41.99% | 46.66% |
The Directors consider that such an increase would give rise to an obligation on the part of any substantial Shareholders to make a mandatory offer under Rule 26 of the Takeovers Code. It is considered that, in the absence of any special circumstances, an obligation to make a mandatory offer as referred to above as a result of a share repurchase is unlikely to arise. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Buyback Mandate. Moreover, the Directors have no intention to exercise the Buyback Mandate to such an extent that will result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.
6. SHARE REPURCHASES MADE BY THE COMPANY
No repurchase of Shares has been made by the Company nor any of its subsidiaries (whether on the Stock Exchange or otherwise) during the last six months immediately preceding the Latest Practicable Date.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save for the information set out below, there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of the following Directors who stand for re-election at the Annual General Meeting.
Stated below are the details of the Directors who shall retire and be eligible for re-election at the Annual General Meeting according to the Bye-laws and the Listing Rules:
Miss Mo Yunbi (“Miss Mo”), aged 35, is an executive Director, Miss Mo joined the Company since 13 January 2015. Miss Mo is also a director of certain subsidiaries of the Group and in charge of the development of the Group’s food ingredients supply and fast-moving consumer goods business. Miss Mo has been engaged as a food and safety analyst in a private entity in the PRC. Miss Mo graduated in the University of Bedfordshire, the United Kingdom, with a Bachelor degree of Business Administration with First Class Honours. Afterward, she has awarded a Master of Science in Agricultural Economics with Distinction and a Doctor of Philosophy from the University of Reading, the United Kingdom. Miss Mo has entered into a service contract with the Company without specific period but is subject to retirement by rotation and re-election in the Annual General Meeting in accordance the Bye-laws and the Listing Rules. Miss Mo, being an executive Director, is entitled to receive a Director’s remuneration of HK$50,000 per month under the service contract. Miss Mo is the daughter of Dr. Mo Shikang, the chairman of the Board, an executive Director and the substantial Shareholder. As at the Latest Practicable Date, Miss Mo held 3,751,660,762 Shares (representing approximately 41.99% in the issued share capital of the Company) as beneficially owner in total within the meaning of Part XV of the SFO, in which 2,616,600,762 Shares was beneficially owned by Lofty Key and 1,135,000,000 Shares was beneficially owned by Ping Da, Lofty Key and Ping Da were ultimately owned 70% by Dr. Mo Shikang and 30% by Miss Mo, an executive Director.
Ms. Li Fun Replen (“Ms. Li”), aged 52, is an executive Director with effect from 1 July 2021, she is current the company secretary and an authorized representative of the Company, director and secretary of certain subsidiaries of the Group, she has joined the Company since 30 November 2006. Before joining the Company, Ms. Li has been engaged under company secretarial departments in certain sizable companies listed in the main board of the Stock Exchange. Ms. Li has over 20 years’ experiences in charge of company secretarial duties in listed companies. She is a Chartered Secretary, a Chartered Governance Professional and an associate of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom. She holds a Bachelor degree in Business Administration in United Kingdom, a Postgraduate Diploma in Corporate Administration from The Hong Kong Polytechnic University and a Master degree of Laws in Chinese and Comparative Law from the City University of Hong Kong. Ms. Li has entered into a service contract with the Company without specific term but is subject to retirement by rotation and re-election in the Annual General Meeting in accordance the Bye-laws and the Listing Rules. Ms. Li, being an executive Director and the company secretary of the Company, is entitled to receive a Director’s emolument of HK$64,500 per month under the service contract. As at the Latest Practicable Date, Ms. Li did not have any interest in the securities of the Company within the meaning of Part XV of the SFO.
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APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Cheung Chi Ming (“Mr. Cheung”), aged 46, is an independent non-executive Director appointed with effect from 15 July 2020, he is currently the chairman of the Audit Committee and Remuneration Committee as well as a member of Nomination Committee. Mr. Cheung holds a Bachelor degree in Accountancy from the Hong Kong Polytechnic University and a Master degree in Corporate Governance from the Hong Kong Polytechnic University. He is a fellow member of the Association of Chartered Certified Accountants, a member of The Hong Kong Chartered Governance Institute and a member of The Chartered Governance Institute. He is an executive director and the Chief Financial Controller of CDM Holding Limited, a company listed on the stock exchange of Singapore. He has acted as the Financial Controller of OVM International Development Co. Ltd. (“OVM Int’l”), a wholly-owned subsidiary of a State-owned enterprise. OVM Int’l is principally engaged in international trading and investment holding. He has over eighteen years’ experience in finance, accounting and business management functions. Mr. Cheung has entered into a service contract with the Company without specific term but is subject to retirement and re-election according to the Bye-laws and the Listing Rules. Mr. Cheung, being independent non-executive Director, the chairman of each of Audit Committee and Remuneration Committee and a member of Nomination Committee, is entitled to receive a Director’s remuneration of HK$15,000 per month under the service contract. As at the Latest Practicable Date, Mr. Cheung did not have any interest in the securities of the Company within the meaning of Part XV of the SFO.
Other than disclosed above, all the above retiring Directors do not have any interest in the Shares within the meaning of Part XV of the SFO.
The Director’s emolument package of all the above retiring executive Directors have been determined with reference to their qualifications, experiences, level of responsibilities undertaken, the performance of the Group, profitability, industry remuneration benchmark and prevailing market conditions, the emolument package of Mr. Cheung, independent non-executive Director, is determined by reference to his experiences, duties and the prevailing market conditions, as well as the Company’s remuneration policy. Each Director also entitles to receive a discretionary bonus. double pay and is eligible for participating into the Company’s share option scheme. All Directors’ emolument package have been approved by the Board with the recommendation from the Remuneration Committee. The emoluments of all the Directors are subject to annual review by the Remuneration Committee and the Board. Total emolument paid to all the Directors for the year ended 31 December 2024 is set out in note 11 to the consolidated financial statements of the Company’s 2024 annual report. A resolution authorising, the Board to fix all Director’s remuneration for the year ending 31 December 2025 will be put forward at the Annual General Meeting for the Shareholders’ approval.
Save as disclosed above, and as the Latest Practicable Date, each of the abovementioned retiring Directors do not have any relationships with any Directors, senior management or substantial shareholders or the controlling shareholder of the Company nor hold or did not hold any directorships in the last 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas and other major appointments and qualifications.
Other than disclosed above, there is no other information to be disclosed pursuant to any of the requirements of rule 13.51(2) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
CHINESE PEOPLE HOLDINGS COMPANY LIMITED
中民控股有限公司
(incorporated in Bermuda with limited liability) (stock code: 681)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Chinese People Holdings Company Limited (the "Company") will be held at the head office of Chinese People Holdings Company Limited, Conference Room, 1st Floor, No. 36 BDA International Business Park, No. 2 Jingyuan North Street, Economic Technological Development Area, Beijing, China on Wednesday, 25 June 2025 at 1:30 p.m. for the purposes of considering and, if thought fit, passing (with or without amendments) the following resolutions:
ORDINARY BUSINESS
- To receive and adopt the audited financial statements and the reports of the directors and auditor of the Company for the year ended 31 December 2024.
- To re-elect directors of the Company, to fix the maximum number of directors of the Company and to authorise the board of directors of the Company to fix their remuneration.
- To re-appoint Fan, Chan & Co. Limited as the auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
SPECIAL BUSINESS
- To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:
"THAT
(a) the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase its securities, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the total nominal amount of securities of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of issued shares of the Company (each a “Share”) on 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meeting; or
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable laws to be held.”
- As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:
“THAT
(a) the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional Shares or securities convertible into Shares, or options, warrants or similar rights to subscribe Shares and to make or grant offers, agreements and options which would or might require Shares or securities convertible into Shares, or options, warrants or similar rights to subscribe Shares to be allotted, issued or dealt with during or after the end of the Relevant Period (as defined below), be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to:
(i) a rights issue where Shares are offered to shareholders of the Company on a fixed record date in proportion to their then holdings of Shares (subject to such exclusions or other arrangements as the directors of the Company 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); or
NOTICE OF ANNUAL GENERAL MEETING
(ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible grantee pursuant to the scheme of shares or rights to acquire Shares of the Company; or
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Bye-laws of the Company,
the total nominal amount of additional Shares or securities of the Company to be issued, allotted or dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with shall not in total exceed 20% of the number of issued Shares on the date of passing of this resolution and the said approval shall be limited accordingly; and
(b) 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meeting; or
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held.
- As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:
NOTICE OF ANNUAL GENERAL MEETING
"THAT the general mandate granted to the directors of the Company pursuant to resolution no. 5 above and for the time being in force to exercise the powers of the Company to issue, allot or deal with additional Shares or securities convertible into Shares, or options, warrants or similar rights to subscribe Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the total nominal amount of securities in the capital of the Company repurchased by the Company pursuant to the exercise by the directors of the Company of the powers of the Company to purchase such securities since the granting of such general mandate referred to in the above resolution no. 4, provided that such amount shall not exceed 10% of the number of issued Shares on the date of passing of this resolution."
By order of the Board
Mr. Fan Fangyi
Managing Director and Executive Director
As at the date of this circular, the Board comprises five Executive Directors namely, Dr. Mo Shikang (Chairman), Mr. Zhang Hesheng (Deputy Chairman), Mr. Fan Fangyi (Managing Director), Miss Mo Yunbi and Ms. Li Fun Replen, and three Independent Non-executive Directors namely, Dr. Liu Junmin, Prof. Zhao Yanyun and Mr. Cheung Chi Ming.
Beijing, 30 April 2025
Notes:
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Any member entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend and vote, on a poll, on his/her behalf. A proxy need not be a member of the Company.
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Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders present at this meeting personally or by proxy, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.
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A form of proxy for use in connection with this meeting is enclosed and such form is also published on the website of the Stock Exchange (www.hkexnews.hk).
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The register of members of the Company will be closed from Friday, 20 June 2025 to Wednesday, 25 June 2025 (both dates inclusive), for the purpose of determining the shareholders of the Company (the "Shareholders") eligibility to attend and vote at this meeting to be held on Wednesday, 25 June 2025 (the "2025 AGM") and during which period no transfer of the shares of the Company will be effected. In order to qualify for attendance of the 2025 AGM, all completed transfer forms accompanied by the relevant share certificates of the Company must be lodged with the Company's branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Thursday, 19 June 2025.
NOTICE OF ANNUAL GENERAL MEETING
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To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of authority must be lodged with the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harbour Road, Hong Kong not less than 48 hours before the time appointed for holding the 2025 AGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjourned meeting thereof if they so wish. In calculating the aforesaid 48 hours period, no account will be taken off any part of a day that is a public holiday. Accordingly, the form of proxy must be delivered not later than 1:30 p.m. on Monday, 23 June 2025. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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All resolutions at the meeting will be taken by poll (except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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The English language text of this circular shall prevail over the Chinese language text in case of inconsistency.
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