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Dexin Services Group Limited — Proxy Solicitation & Information Statement 2025
Apr 23, 2025
50451_rns_2025-04-23_60e45658-7535-4bd8-97ac-60fa1abef756.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Dexin Services Group Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
Doxin Services Group Limited
德信服务集团有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2215)
(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Dexin Services Group Limited to be held at Shanghai Hall, 2/F, Building 5, Moganshan Yungu Dexin New Century Mingting Hotel, No. 66 Sanmo Line, Moganshan Town, Deqing County, Huzhou, Zhejiang Province, the PRC on Thursday, 29 May 2025 at 10:00 a.m. is set out on pages N-1 to N-5 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.dexinfuwu.com. Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but 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 shareholders from attending and voting in person at the annual general meeting or any adjourned meeting thereof if they so wish and in such event, the form of proxy shall be deemed to be revoked.
23 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
1. Introduction ... 4
2. Issue Mandate ... 5
3. Repurchase Mandate ... 5
4. Re-election of Retiring Directors ... 6
5. Re-appointment of Auditor ... 7
6. Notice of Annual General Meeting ... 8
7. Form of Proxy ... 8
8. Voting by way of Poll ... 8
9. Responsibility Statement ... 9
10. Recommendation ... 9
APPENDIX I — DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION ... I-1
APPENDIX II — EXPLANATORY STATEMENT ... II-1
NOTICE OF ANNUAL GENERAL MEETING ... N-1
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:
“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held at Shanghai Hall, 2/F, Building 5, Moganshan Yungu Dexin New Century Mingting Hotel, No. 66 Sanmo Line, Moganshan Town, Deqing County, Huzhou, Zhejiang Province, the PRC on Thursday, 29 May 2025 at 10:00 a.m., or any adjournment thereof and notice of which is set out on pages N-1 to N-5 of this circular
“Articles of Association” or “Articles”
the second amended and restated articles of association of the Company and as amended from time to time
“Board”
the board of Directors
“CCASS”
the Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
“Companies Act”
the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
“Company”
Dexin Services Group Limited (德信服务集团有限公司) an exempted company incorporated on 22 October 2020 with limited liability under the laws of the Cayman Islands, with its Shares listed on the main board of the Stock Exchange
“Director(s)”
the director(s) of the Company
“Global Offering”
the Hong Kong Public Offering and the International Offering as disclosed in the prospectus of the Company dated 29 June 2021
“Group”
the Company and its subsidiaries
“HKSCC”
Hong Kong Securities Clearing Company Limited
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“INED”
independent non-executive Director
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DEFINITIONS
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with the Shares and/or to resell treasury shares of the Company (if permitted under the Listing Rules) not exceeding 20 per cent of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting the Issue Mandate
"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"
15 July 2021, on which dealings in Shares first commenced on the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"Nomination Committee"
nomination committee of the Company
"PRC"
the People's Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Region
"Remuneration Committee"
remuneration committee of the Company
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10 per cent of the number of the issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting the Repurchase Mandate
"SFO"
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time
"Share(s)"
ordinary share(s) in the share capital of the Company with a par value of HK$0.01 each
"Shareholder(s)"
the holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time
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DEFINITIONS
“treasury shares” has the meaning ascribed to it under the Listing Rules
“%” or “per cent” per cent
- 3 -
LETTER FROM THE BOARD
DoThink® 德信服务
股份代号：2215.HK
Dexin Services Group Limited
德信服务集团有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2215)
Executive Directors:
Mr. Hu Yiping (Chairman)
Mr. Tang Junjie
Ms. Zheng Peng
Independent Non-executive Directors:
Mr. Rui Meng
Mr. Yang Xi
Dr. Wong Wing Kuen Albert
Registered office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal place of business in Hong Kong:
40th Floor
Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong
23 April 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) the grant to the Directors of the Issue Mandate and the Repurchase Mandate; (b) the re-election of the retiring Directors; and (c) proposed re-appointment of auditor.
LETTER FROM THE BOARD
2. ISSUE MANDATE
In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the general mandate to issue Shares. At the Annual General Meeting, an ordinary resolution no. 4(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares and/or to resell treasury shares of the Company (if permitted under the Listing Rules) not exceeding 20 per cent of the total number of issued Shares (excluding treasury shares) as at the date of passing of the resolution in relation to the Issue Mandate.
As at the Latest Practicable Date, the issued share capital of the Company comprised 917,881,000 Shares and the Company did not have any treasury Shares. Subject to the passing of the ordinary resolution no. 4(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, and the Company does not have any treasury shares, the Company will be allowed to issue and/or to resell the treasury shares of the Company (if permitted under the Listing Rules) a maximum of 183,576,200 Shares.
In addition, subject to a separate approval of the ordinary resolution no. 4(C), the number of Shares repurchased by the Company under ordinary resolution no. 4(B) will also be added to extend the 20 per cent limit of the Issue Mandate as mentioned in the ordinary resolution no. 4(A) provided that such additional amount shall not exceed 10 per cent of the number of issued Shares (excluding treasury shares) as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate.
The Issue Mandate will continue to be in force from the passing of the said resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and (iii) the revocation or variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.
3. REPURCHASE MANDATE
In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10 per cent of the total number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.
The Repurchase Mandate, if approved, will continue in force until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.
LETTER FROM THE BOARD
The Company has no current intention of exercising the Repurchase Mandate.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.
4. RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 84(1) of the Articles of Association, one-third of the Directors for the time being (or if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation at every annual general meeting and, being eligible, offer themselves for re-election. Accordingly, Mr. Tang Junjie and Ms. Zheng Peng, the executive Directors, will retire and be subject to re-election at that meeting.
The Nomination Committee is satisfied that at all times during the period of directorship with the Company, the retiring Directors have properly discharged their duties and responsibilities as Directors and have made positive contributions to the development of the Company through constructive and informed comments and participation at the business and other affairs relating to the Group. The retiring Directors have provided valuable contributions and insights to the Board and they have the required character, integrity and experience to continuously and effectively fulfill their role as executive Director and independent non-executive Director. The Board believed that their re-election as Directors would be in the best interests of the Company and the Shareholders as a whole.
Procedure and Process for Nomination of INEDs
The Nomination Committee will recommend to the Board for the appointment of an INED in accordance with the following procedures and process:
i. The Nomination Committee will, giving due consideration to the current composition and size of the Board, develop a list of desirable skills, perspectives and experience at the outset to focus the search effort;
ii. The Nomination Committee may consult any source it considers appropriate in identifying or selecting suitable candidates, such as referrals from existing Directors, advertising, recommendations from a third party agency firm and proposals from the Shareholders with due consideration given to the criteria which include but are not limited to:
(a) Diversity in the aspects, amongst others, of gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;
(b) Commitment for responsibilities of the Board in respect of available time and relevant interest;
LETTER FROM THE BOARD
(c) Qualifications, including accomplishment and experience in the relevant industries in which the Group's business is involved;
(d) Independence;
(e) Reputation for integrity;
(f) Potential contributions that the individual can bring to the Board; and
(g) Plan(s) in place for the orderly succession of the Board.
iii. The Nomination Committee may adopt any process it considers appropriate in evaluating the suitability of the candidates, such as interviews, background checks, presentations and third party reference checks;
iv. The Nomination Committee will consider a broad range of candidates who are in and outside of the Board's circle of contacts;
v. Upon considering a candidate suitable for the directorship, the Nomination Committee will hold a meeting and/or by way of written resolutions to, if thought fit, approve the recommendation to the Board for appointment;
vi. The Nomination Committee will provide the relevant information of the selected candidate to the Remuneration Committee for consideration of the remuneration package of such selected candidate;
vii. The Nomination Committee will thereafter make the recommendation to the Board in relation to the proposed appointment, and the Remuneration Committee will make the recommendation to the Board on the policy and structure for the remuneration;
viii. The Board may arrange for the selected candidate to be interviewed by the members of the Board who are not members of the Nomination Committee and the Board will thereafter deliberate and decide the appointment as the case may be; and
ix. All appointment of INEDs will be confirmed by the filing of the consent to act as Director of the relevant INED (or any other similar filings requiring the relevant INED to acknowledge or accept the appointment as Director, as the case may be) to be filed with the relevant regulatory authorities, if required.
5. RE-APPOINTMENT OF THE AUDITOR
The mandate of the current auditor of the Company, Zhonghui Anda CPA Limited, will expire at the Annual General Meeting. At the Annual General Meeting, an ordinary resolution will be put forward for approval of the re-appointment of the auditor.
LETTER FROM THE BOARD
The re-appointment of the auditor of the Company has been reviewed by the audit committee of the Company which made recommendation to the Board that the re-appointment be submitted and proposed for Shareholders' approval at the Annual General Meeting.
6. NOTICE OF ANNUAL GENERAL MEETING
Set out on pages N-1 to N-5 of this circular is the notice of the Annual General Meeting containing, inter alia, ordinary resolutions in relation to the granting to the Directors of the Issue Mandate and the Repurchase Mandate and the approval for the re-election of the retiring Directors.
7. FORM OF PROXY
A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.dexinfuwu.com. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting or at any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjoined meeting thereof if they so wish and in such event, the form of proxy shall be deemed to be revoked.
8. VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules and Article 66(1) of the Articles of Association, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting be taken by way of poll.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way.
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LETTER FROM THE BOARD
9. 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 Group. 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.
10. RECOMMENDATION
The Directors consider that the proposed resolutions for the granting to the Directors of the Issue Mandate and the Repurchase Mandate; approving the re-election of the retiring Directors; and approving proposed re-appointment of auditor; are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
By order of the Board
Dexin Services Group Limited
Hu Yiping
Chairman
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.
EXECUTIVE DIRECTORS
Mr. Tang Junjie (唐俊杰), aged 50, was appointed as our Director on 22 October 2020 and was re-designated as our executive Director and appointed as our president on 31 December 2020. He is responsible for the formulation and implementation of the business strategy, annual operation planning and financial planning of our Group. Mr. Tang joined our Group as the chairman of the board and general manager of Dexin Shengquan Property Services Co., Ltd. in November 2018 where he was primarily responsible for the formulation and implementation of the business strategy, annual operation and financial planning.
Prior to joining our Group, Mr. Tang worked at Wenzhou Planning Bureau of Zhejiang Province (浙江省温州市规劃局) (now known as Wenzhou Natural Resources and Planning Bureau (温州市自然资源和规劃局)), where he served various positions from August 1996 to January 2013, the deputy division chief of the municipal office, primarily responsible for urban comprehensive transportation system, urban planning and engineering approval, and the deputy director-general of Longwan Branch, where he was mainly responsible for detailed planning of the city and construction engineering approval. From January 2013 to March 2018, he worked at Wenzhou High and New Technology Industrial Development Zone (温州市高新技術產業開發區), where he consecutively served as the deputy director and the director of the land planning office at the Management Committee of the Science and Technology Park of Wenzhou High-Tech Zone (温州市高新區科技園管委會), where he was mainly responsible for land use planning and management and urban management; the division chief at the Industrial Planning Division of Wenzhou High-Tech Zone (温州市高新區產業規劃處), where he was mainly responsible for strategic planning of the management committee and investment and operation of the high-tech industries; the director-general of the Planning and Construction of Wenzhou South Zhejiang Science and Technology City (温州市浙南科技城規劃建設局), where he was mainly responsible for land development and utilization, spatial planning, implementation and management of the construction projects. From March 2018 to October 2020, he worked at Dexin Holdings Group Limited as assistant to the chairman of the board, where he was mainly responsible for strategic investment and operation of the property management sector.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Tang obtained his bachelor's degree in civil engineering and architectural engineering from Zhejiang University (浙江大學) in the PRC in July 1996. He obtained his master's degree in public administration from Tongji University (同濟大學) in the PRC in November 2005. Mr. Tang was awarded as the “2019 Top 100 China Property Manager” (2019中國物業經理人100強) in 2019, “2020 Top 50 China Property Manager Election of the Yangtze River Delta Region (the Fourth)” (2020(第四屆)中國物業經理人評選長三角50強) in December 2020 and “Top 30 Property CEO of the Year in China” (中國物業年度 CEO30強) in December 2021. Mr. Tang obtained a qualification for Engineer of Urban Planning (城市規劃工程師) issued by Wenzhou Engineering Technician Position Second Review Committee (溫州市工程技術人員職務第二評審委員會) in November 2001. Mr. Tang obtained a qualification for Registered Urban Planner (註冊城市規劃師) issued by MOHURD in January 2014. Mr. Tang is currently the director of China Property Management Association, Vice President of Hangzhou Property Management Association and Vice President of Wenzhou Chamber of Commerce.
His service contract is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. As at the Latest Practicable Date, Mr. Tang is interested in 14,265,741 Shares within the meaning of Part XV of the Securities and Futures Ordinance.
Ms. Zheng Peng (鄭鵬), aged 44, was appointed as the executive director of the Company since 14 April 2023. She was appointed as the chief financial officer on 21 July 2022 and was appointed as the vice president on 1 November 2024, who is responsible for the operation of the Group's financial management affairs, financial system construction and overall supervision and management of financial management work. Ms. Zheng has over 17 years of experience in accounting and financial management industry. Ms. Zheng obtained a bachelor's degree in Dongbei University of Finance and Economics (東北財經大學) in 2004. Ms. Zheng has been serving as a director of Kaibang International Limited (a substantial shareholder of the Company) since 6 February 2024.
She joined our Group in July 2017 as the finance manager of the finance department in Hangzhou region and was mainly responsible for the overall financial management of the Company in the Hangzhou region. Ms. Zheng also served as the deputy director at our financial management centre (the "Centre") in January 2020 and was mainly responsible for the Group's budget, final accounts management and financial informationisation construction, and assisting the then chief financial officer in the operation of financial affairs. She was promoted to be the deputy general manager of the Centre in March 2022, who is primarily responsible for the overall management of the Group's financial affairs, and was further promoted to be the general manager of the Centre in July 2022, who is primarily responsible for the overall supervision and management of the Group's financial affairs.
Prior to joining the Company, Ms. Zheng served as an accountant in the Huangshan State Taxation Bureau (黄山國家稅務局) from April 2005 to August 2013. She also served as financial director of Hangzhou Chengnan Real Estate Property Company (杭州城南房地產物業公司) from September 2013 to June 2017 and was mainly responsible for the daily business and management of the finance department.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Her service contract is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. As at the Latest Practicable Date, Ms. Zheng has no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.
DIRECTOR'S REMUNERATION
The total amount of the Directors' remuneration for the year ended 31 December 2024 received by each of the retiring Directors are set out in the financial statements of the Company in its 2024 annual report.
DIRECTOR'S INTEREST
Save as disclosed in this circular, to the best knowledge of the Company, each of the Directors who stand for re-election (i) does not hold other positions in the Company or other members of the Group, (ii) does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, (iii) does not have any relationship with any other Director, senior management, substantial shareholder or Controlling Shareholder of the Company, (iv) does not have any interest in the securities within the meaning of Part XV of the Securities and Futures Ordinance, and (v) has no information to disclose pursuant to any of the requirements of Rule 13.51(2)(h)-13.51(2)(v) of the Listing Rules; and there are no other matters that need to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT
The following is an explanatory statement required by the Stock Exchange to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
1. LISTING RULES
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
(i) the shares proposed to be repurchased by a company must be fully paid-up;
(ii) the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and
(iii) all on market repurchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the Company to make such repurchase, and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules.
2. ISSUED SHARES
As at the Latest Practicable Date, the issued share capital of the Company comprised 917,881,000 Shares of nominal value of HK$0.01 each and the Company did not have any treasury shares. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting and the Company did not have any treasury shares, the Company will be allowed to repurchase a maximum of 91,788,100 Shares which represent 10% of the issued Shares (excluding treasury shares), during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.
3. REASONS AND FUNDING OF REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. The Shares bought back by the Company shall be held as treasury shares and/or cancelled, depending on market conditions, the Company's capital management needs and funding arrangements at the time of share buy-back, lead to an enhancement of the net asset value per Share and/or its earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury Shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other
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APPENDIX II
EXPLANATORY STATEMENT
purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands. Share repurchases will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
Repurchases of Shares will be financed out of funds legally available for the purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Companies Act provides that the amount paid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Companies Act. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company's Shares are repurchased in the manner provided for in the Companies Act or out of capital subject to and in accordance with the Companies Act.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full, it may not have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
The Company may cancel any Shares repurchased and/or hold Shares repurchased as treasury shares, subject to market conditions at the time of the Share repurchase and its capital management needs.
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 its 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 the Company's name as treasury shares or cancel them, or adopt any other measures to ensure that it would not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as treasury shares, before the record date for the dividends or distributions.
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APPENDIX II
EXPLANATORY STATEMENT
4. TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Hu Yiping (“Mr. Hu”) was deemed to be interested in 529,202,279 Shares within the meaning of Part XV of the SFO, representing approximately 57.65% of the issued Shares. In the event that the Directors should exercise in full the Repurchase Mandate, Mr. Hu’s interests will be increased to approximately 64.06% of the issued Shares. On the basis of the aforesaid increase of shareholding, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. As the exercise of the Repurchase Mandate in full would result in insufficient public float of the Company, the Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued shares of the Company.
5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge having made reasonable enquiries, any of their close associates has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
6. CONFIRMATION OF THE DIRECTORS
The Directors will exercise the power of the Company to make repurchases pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Articles of Association.
The Directors confirm that neither this explanatory statement nor the proposed share repurchases has any unusual features.
APPENDIX II
EXPLANATORY STATEMENT
7. SHARE REPURCHASE MADE BY THE COMPANY
During the preceding six months up to and including the Latest Practicable Date, the Company has made the following repurchase of Shares on the Stock Exchange, and all shares repurchased below have not been cancelled:
| Number of Shares Repurchased | Highest Price Paid HK$ | Lowest Price Paid HK$ | Total Paid HK$ | |
|---|---|---|---|---|
| Trading Months | ||||
| December 2024 | 10,480,000 | 1.65 | 1.47 | 16,839,310 |
| November 2024 | 19,204,000 | 2.00 | 1.55 | 33,309,130 |
| October 2024 | 5,634,000 | 1.90 | 1.63 | 10,141,980 |
| 35,318,000 | 60,290,420 |
Save as disclosed above, no other repurchase of Shares have been made by the Company (whether on the Stock Exchange or otherwise) in the preceding six months up to and including the Latest Practicable Date.
8. MARKET PRICES OF SHARES
The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date:
| Month | Per Share | |
|---|---|---|
| Highest Price HK$ | Lowest Price HK$ | |
| 2024 | ||
| April | 2.00 | 1.77 |
| May | 1.99 | 1.68 |
| June | 1.84 | 1.67 |
| July | 1.95 | 1.51 |
| August | 1.82 | 1.51 |
| September | 1.61 | 1.50 |
| October | 1.90 | 1.47 |
| November | 2.00 | 1.45 |
| December | 1.65 | 1.10 |
| 2025 | ||
| January | 1.18 | 0.80 |
| February | 1.30 | 0.81 |
| March | 1.10 | 0.72 |
| April (up to the Latest Practicable Date) | 0.94 | 0.76 |
NOTICE OF ANNUAL GENERAL MEETING
DoThink® 德信服务
股份代号：2215.HK
Dexin Services Group Limited
德信服务集团有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2215)
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Dexin Services Group Limited (the "Company") will be held at Shanghai Hall, 2/F, Building 5, Moganshan Yungu Dexin New Century Mingting Hotel, No. 66 Sanmo Line, Moganshan Town, Deqing County, Huzhou, Zhejiang Province, the PRC on Thursday, 29 May 2025 at 10:00 a.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions of the Company:
ORDINARY RESOLUTIONS
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To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2024.
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(a) To re-elect the following retiring directors of the Company (the "Directors"):
(i) Mr. Tang Junjie as an executive Director.
(ii) Ms. Zheng Peng as an executive Director.
(b) To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
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To re-appoint Zhonghui Anda CPA Limited as auditor of the Company and authorise the Board to fix its remuneration.
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To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
(A) "That:
(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company and/or to resell treasury shares of the
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NOTICE OF ANNUAL GENERAL MEETING
Company (if permitted under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors together with the treasury shares of the Company resold during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20 per cent of the number of issued shares (excluding treasury shares) of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and
(iv) for the purpose of this resolution:
(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held;
(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
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NOTICE OF ANNUAL GENERAL MEETING
(b) “Rights Issue” means an offer of shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (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 exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
(B) “That:
(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;
(iii) the aggregate number of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the number of the issued shares (excluding treasury shares) of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iv) subject to the passing of each of the paragraphs (i), (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i), (ii) and (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
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NOTICE OF ANNUAL GENERAL MEETING
(v) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
(C) “That conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition to the number of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of the shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent of the number of the issued shares (excluding treasury shares) of the Company as at the date of passing of this resolution.”
By order of the Board
Dexin Services Group Limited
Hu Yiping
Chairman
Hangzhou, PRC, 23 April 2025
Notes:
(i) Ordinary resolution numbered 4(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.
(ii) A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. On a poll, votes may be given either personally or by proxy.
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NOTICE OF ANNUAL GENERAL MEETING
(iii) In the case of joint holders, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
(iv) In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.
(v) For determining the entitlement of the shareholders to attend and vote at the AGM
The transfer books and register of members of the Company will be closed from Monday, 26 May 2025 to Thursday, 29 May 2025, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 23 May 2025.
As at the date of this notice, the Board of Directors of the Company comprises Mr. Hu Yiping (Chairman), Mr. Tang Junjie and Ms. Zheng Peng as executive Directors; and Dr. Wong Wing Kuen Albert, Mr. Rui Meng and Mr. Yang Xi as independent non-executive Directors.
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