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DIT Group Limited Proxy Solicitation & Information Statement 2025
49427_rns_2025-04-22_cfb321de-41f2-49de-b672-f639cf1dc4cc.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in DIT Group Limited, you should at once forward this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
DIT GROUP LIMITED
築友智造科技集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 726)
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.
A letter from the Board of DIT Group Limited is set out on pages 4 to 8 of this circular. A notice convening the AGM of DIT Group Limited to be held at Units 1602-1605, 16/F, Tower 2, The Gateway, Harbour City, 25 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 20 May 2025 at 10:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular.
A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you are able to attend and vote at the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the AGM or any adjournment thereof should you so wish.
22 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board 4
Introduction 4
General Mandate and Share Repurchase Mandate 5
Re-election of Directors 6
Annual General Meeting 7
Voting by Way of Poll 7
Responsibility statement 7
Closure of Register of Members 8
Recommendation 8
Further Information 8
Appendix I — Explanatory Statement 9
Appendix II — Biographical Details of the Directors Proposed for Re-Election 12
Notice of Annual General Meeting AGM-1
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" or "Annual General Meeting" an annual general meeting of the Company to be held at Units 1602–1605, 16/F, Tower 2, The Gateway, Harbour City, 25 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 20 May 2025 at 10:00 a.m., a notice of which is set out on pages AGM-1 to AGM-5 of this circular or, where the context so admits, any adjournment thereof
"AGM Notice" the notice of AGM which is set out on pages AGM-1 to AGM-5 of this circular
"associate(s)" has the meaning ascribed to this term under the Listing Rules
"Board" the board of Directors
"Bye-Law(s)" the bye-laws of the Company, and "Bye-Law" shall mean a bye-law of the Bye-Laws
"CCRE" Central China Real Estate Limited (建業地產股份有限公司), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the mainboard of Stock Exchange (Stock code: 832)
"CCRE Group" CCRE and its subsidiaries from time to time
"close associate(s)" has the meaning ascribed to this term under the Listing Rules
"Company" DIT Group Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange (Stock Code: 726)
"controlling shareholder(s)" has the meaning ascribed to this term under the Listing Rules
"core connected person(s)" has the meaning ascribed to this term under the Listing Rules
"connected person" has the meaning ascribed to this term under the Listing Rules
– 1 –
DEFINITIONS
“Director(s)”
the director(s) of the Company
“Extension of General Mandate”
has the meaning as defined in the paragraph headed “Extension of General Mandate” under the section headed “GENERAL MANDATE AND SHARE REPURCHASE MANDATE”
“General Mandate”
has the meaning as defined in the paragraph headed “General Mandate” under the section headed “GENERAL MANDATE AND SHARE REPURCHASE MANDATE”
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date”
10 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 Rules”
The Rules Governing the Listing of Securities on the Stock Exchange
“PRC”
the People’s Republic of China which, for the purposes of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan
“Remuneration Committee”
the remuneration committee of the Company
“Repurchase Proposal”
has the meaning as defined in the paragraph headed “Share Repurchase Mandate” under the section headed “GENERAL MANDATE AND SHARE REPURCHASE MANDATE”
“RMB”
Renminbi, the lawful currency of the PRC
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)”
ordinary share(s) of HK$0.40 each in the share capital of the Company
“Shareholder(s)”
holder(s) of the Share(s)
- 2 -
- 3 -
DEFINITIONS
"Share Repurchase Mandate" has the meaning as defined in the paragraph headed "Share Repurchase Mandate" under the section headed "GENERAL MANDATE AND SHARE REPURCHASE MANDATE"
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" the Hong Kong Codes on Takeovers and Mergers
"%" per cent.
LETTER FROM THE BOARD
DIT GROUP LIMITED
築友智造科技集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 726)
Executive Directors:
GUO Weiqiang
(Chairman and Chief Executive Officer)
WANG Yuping
Non-Executive Directors:
WANG Jun
GUO Jianfeng
Independent Non-Executive Directors:
JIANG Hongqing
LEE Chi Ming
MA Lishan
Registered Office:
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
Principal place of business
in Hong Kong:
Units 1602–1605, 16/F
Tower 2, The Gateway
Harbour City, 25 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
22 April 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the AGM, resolutions will be proposed to seek the Shareholders' approval for, among other things, (i) the grant of the General Mandate and the Share Repurchase Mandate to the Directors; and (ii) the re-election of Directors.
LETTER FROM THE BOARD
The purpose of this circular is to provide you with information relating to the ordinary resolutions to be proposed at the AGM, in particular, for the grant of the General Mandate and the Share Repurchase Mandate and the re-election of Directors, and to give you a notice of the AGM.
GENERAL MANDATE AND SHARE REPURCHASE MANDATE
At the AGM, the Directors will propose resolutions to the Shareholders to grant the General Mandate and the Share Repurchase Mandate to the Directors.
General Mandate
Resolution no. 4 referred to in the AGM Notice will, if passed, give a general unconditional mandate (the “General Mandate”) to the Directors authorising the exercise by the Directors of the powers of the Company to allot, issue and deal with additional Shares up to 20% of the total number of Shares in issue as at the date of passing of the relevant resolution.
As at the Latest Practicable Date, the Company had an aggregate of 3,101,095,730 Shares in issue. Subject to the passing of the resolutions for the approval of the General Mandate and on the basis that no further Shares will be issued or repurchased before the date of the AGM, the Company would be allowed under the General Mandate to allot, issue and deal with a maximum of 620,219,146 Shares.
Share Repurchase Mandate
Resolution no. 5 referred to in the AGM Notice will, if passed, give a general unconditional mandate (the “Share Repurchase Mandate”) to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the total number of Shares in issue as at the date of passing of the relevant resolution (the “Repurchase Proposal”).
Extension of General Mandate
Resolution no. 6 referred to in the AGM Notice will, if passed, add to the General Mandate to issue those Shares repurchased by the Company pursuant to the exercise of the Share Repurchase Mandate proposed to be granted to the Directors at the AGM (the “Extension of General Mandate”).
The Directors propose to seek your approval of the resolutions in respect of the General Mandate, the Share Repurchase Mandate and the Extension of General Mandate to be proposed at the AGM.
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LETTER FROM THE BOARD
In accordance with the requirements of 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 resolution in respect of the Share Repurchase Mandate which is set out in Appendix I to this circular.
RE-ELECTION OF DIRECTORS
According to Bye-law 99 of the Company's bye-laws, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election.
According to Bye-law 102 of the Company's bye-laws, any Director appointed by the Board shall hold office until the next following general meeting (in the case of the filling of casual vacancy) or the next following annual general meeting of the Company (in the case of an additional Director) and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.
In accordance with Bye-law 99 and Bye-law 102 of the Company's Bye-laws, Ms. Wang Yuping, Mr. Guo Jianfeng and Mr. Lee Chi Ming shall retire by rotation at the AGM and, being eligible, offer themselves for re-election.
Biographical details of the Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.
According to Code provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, if an independent non-executive Director serves more than nine years, any further appointment of such independent non-executive Director should be subject to a separate resolution to be approved by the Shareholder.
Mr. Lee Chi Ming ("Mr. Lee") has been appointed as independent non-executive Director for more than nine years since 30 December 2014. Nonetheless, the Board is of the view that Mr. Lee meets the independence guidelines set out in Rule 3.13 of the Listing Rules and maintains his independence in accordance with the terms of such guidelines. During his tenure as independent non-executive Director, Mr. Lee has made positive contributions to the Company's strategy, policies and performance with his independent advice, comments, judgment from the perspective of his professional background. Mr. Lee has not engaged in any executive management of the Group. In view of Mr. Lee's extensive professional experience, the Board believes that he is capable to provide constructive contributions and objective view to the Board and contribute to the diversity of the Board. After careful consideration, the Board is of that view that Mr. Lee continued to demonstrate strong
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LETTER FROM THE BOARD
independence in judgement and is capable to discharge his functions and responsibilities as independent non-executive Director for the Company. As such, the Company considers that Mr. Lee is suitable for re-election as independent non-executive Director and the re-election of Mr. Lee at the AGM will be subject to a separate resolution to be approved by the Shareholders at the AGM in accordance with the relevant provision as set out in the Corporate Governance Code in Appendix C1 to the Listing Rules.
ANNUAL GENERAL MEETING
A notice convening the AGM to be held at Units 1602–1605, 16/F, Tower 2, The Gateway, Harbour City, 25 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 20 May 2025 at 10:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.
A form of proxy is enclosed for use at the AGM. Whether or not you are able to attend and vote at the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. The lodging of a form of proxy will not preclude you from subsequently attending the AGM or any adjournment thereof and voting in person should you so wish.
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the AGM must be taken by poll except where the chairman of the AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all resolutions to be considered and, if thought fit, passed at the AGM will be voted by way of poll by the Shareholders.
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.
LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Thursday, 15 May 2025 to Tuesday, 20 May 2025, both dates inclusive, for the purpose of ascertaining the Shareholders’ entitlement to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 14 May 2025.
RECOMMENDATION
The Directors consider that the proposed resolutions as set out in the AGM Notice are in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the resolutions to be proposed at the AGM.
FURTHER INFORMATION
Your attention is also drawn to the additional information set out in the Appendices to this circular.
Yours faithfully
For and on behalf of the Board
DIT Group Limited
Guo Weiqiang
Chairman, Chief Executive Officer and Executive Director
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APPENDIX I
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required under the Listing Rules, to provide requisite information for Shareholders to consider the Share Repurchase Mandate.
(1) SHAREHOLDERS' APPROVAL
The Listing Rules provide that all on-market shares repurchased by company with its primary listing on the Stock Exchange must be of fully paid up shares and all share repurchases by such company must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval in relation to specific transactions. Such authority may only continue in force during the period from the passing of the resolution in respect of the Share Repurchase Mandate until the earlier of: (i) the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of such authority by ordinary resolution of the shareholders of the Company in general meeting; and (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 law to be held.
(2) SHARE CAPITAL
As at the Latest Practicable Date, the total number of Shares in issue was 3,101,095,730 Shares. Subject to the passing of the resolution in respect of the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 310,109,573 Shares, which represents 10% of the total number of Shares in issue as at the date of passing the resolution.
(3) REASONS FOR THE REPURCHASE PROPOSAL
The Directors believe that the Repurchase Proposal is in the best interests of the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.
(4) FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and the applicable laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or out of funds of the Company otherwise available for dividend or distribution, or the proceeds of a fresh issue of shares made for the purpose of the repurchase to such extent allowable under the Companies Act 1981 of Bermuda (as amended). The amount of premium payable on repurchase may only be paid out of funds of the Company otherwise available for dividend or distribution or out of the share premium account of the Company.
APPENDIX I
EXPLANATORY STATEMENT
Further, the Company may not repurchase its own Shares if, on the date on which the repurchase is to be effected, there are reasonable grounds for believing that the Company is or, after the repurchase would be, unable to pay its liabilities as they become due during the proposed repurchase period. Such proposed repurchase period means the period from the passing of the resolution in respect of the Share Repurchase Mandate 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 the resolution in respect of the Share Repurchase Mandate by ordinary resolution of the shareholders of the Company in general meeting; and (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 law to be held.
There might be a material adverse effect on the working capital or gearing position of the Group, as compared with the position disclosed in the audited financial statements contained in the annual report, in the event that the Share Repurchase Mandate is exercised in full at any time. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirement of the Company or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
(5) SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:
| Price per Share | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| April | 0.094 | 0.059 |
| May | 0.185 | 0.062 |
| June | 0.185 | 0.162 |
| July | 0.186 | 0.128 |
| August | 0.172 | 0.100 |
| September | 0.168 | 0.062 |
| October | 0.150 | 0.100 |
| November | 0.139 | 0.110 |
| December | 0.139 | 0.087 |
| 2025 | ||
| January | 0.088 | 0.061 |
| February | 0.081 | 0.053 |
| March | 0.080 | 0.058 |
| April (up to the Latest Practicable Date) | 0.070 | 0.051 |
APPENDIX I
EXPLANATORY STATEMENT
(6) UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, they will exercise the powers of the Company to make repurchases pursuant to the resolution in respect of the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.
(7) DIRECTORS, CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates have any present intention to sell any Shares to the Company under the Repurchase Proposal if such is approved by the Shareholders. No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the Shareholders.
(8) EFFECTS OF THE TAKEOVERS CODE
If on the exercise of the power to repurchase Shares pursuant to the Share 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. As a result, a Shareholder or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, to the best of the Directors' knowledge, based on the latest disclosure of interests forms filed with the Stock Exchange, approximately 65.31% of the total number of Shares in issue was indirectly held by Mr. Wu Po Sum, the controlling shareholder of the Company and, assuming full exercise of the Share Repurchase Mandate given to the Directors, approximately 72.56% of the total number of Shares in issue will be indirectly held by Mr. Wu Po Sum. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, cause any takeover obligation of any Shareholder or group of Shareholders acting in concert.
(9) SHARE REPURCHASE MADE BY THE COMPANY
The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
APPENDIX II
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Information on the Directors proposed for re-election at the AGM is set out below:
Ms. Wang Yuping (“Ms. Wang”), aged 50, was appointed as an executive Director on 10 March 2025. Ms. Wang joined the Group in March 2005. Ms. Wang graduated with major in Accounting from Henan College of Economics (河南財經學院) in 1996 and obtained a Master of Business Administration from Xinjiang University (新疆大學) in 2017. Ms. Wang has more than 25 years experiences in financial management. Since joining with the Group, Ms. Wang has been working on various positions within the Group. Since 2019, she has been the general manager of the financial operation department of the Group.
Save as disclosed above, Ms. Wang does not hold any other position with the Company or any of its subsidiaries and did not hold any other directorships in public listed companies in Hong Kong or overseas in the last three years preceding the Latest Practicable Date.
The Company has entered into a service agreement with Ms. Wang in relation to her appointment as executive Director for a term of three years commencing from 10 March 2025. In accordance with the terms of the service agreement, as Ms. Wang is concurrently the vice president of our Company, she will not receive extra remuneration for simultaneously serving as an executive Director. Her current remuneration includes an annual salary approximately of RMB860,000, which is determined with reference to her experience, duties and responsibilities, workload and time devoted to the Group, and will be reviewed by the Remuneration Committee from time to time. Ms. Wang will be subject to retirement and re-election pursuant to the Bye-laws of the Company.
Ms. Wang does not have any interests in the shares of the Company within the meaning of Part XV of the SFO, nor does she have any relationship with any Directors, senior management or substantial shareholders or controlling shareholders of the Company.
Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters which need to be brought to the attention of the Shareholders in relation to the resolution approving the re-election of Ms. Wang as a Director.
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APPENDIX II
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Guo Jianfeng (“Mr. Guo JF”), aged 44, has been appointed as a non-executive Director on 7 January 2022. He has over 16 years of experience in digital construction.
From February 2007 to April 2012, Mr. Guo JF served as the researcher at the Shanghai research and development center of Autodesk, Inc., during which he was responsible for researching BIM solutions and cross-profession collaboration for the entire life cycle of construction projects. He joined Glodon in April 2012 and has held various positions therein since then, including the senior technical researcher, the manager of cloud platform department, the general manager of platform technology center, the general manager of digital constructor business division and the member and the head of the standing committee of technology committee. He is currently the vice president of Glodon and the general manager of its Glodon Business Platform division.
Mr. Guo JF obtained a Doctorate Degree in Civil Engineering from Tsinghua University in January 2007.
Mr. Guo JF does not hold any other position with the Company or any of its subsidiaries and did not hold any other directorships in public listed companies in Hong Kong or overseas in the last three years preceding the Latest Practicable Date.
The Company has entered into a service agreement with Mr. Guo JF in relation to his appointment as a non-executive Director for a term of three years. Mr. Guo JF will be subject to retirement and re-election pursuant to the Bye-laws. In accordance with the terms of the service agreement, Mr. Guo JF is entitled to an annual director’s fee of HK$60,000. Mr. Guo JF’s remuneration is determined with reference to his experience, duties and responsibilities, workload and time devoted to the Group, and will be reviewed by the Remuneration Committee from time to time.
As at the Latest Practicable Date, Mr. Guo JF does not have any interests in the shares of the Company within the meaning of Part XV of the SFO, nor does he have any relationship with any Directors, senior management or substantial shareholders or controlling shareholders of the Company.
Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters which need to be brought to the attention of the Shareholders in relation to the resolution approving the re-election of Mr. Guo JF as a Director.
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APPENDIX II
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Lee Chi Ming (“Mr. Lee”), aged 71, was appointed as an independent non-executive Director on 30 December 2014.
He is a fellow member of Association of Chartered Certified Accountants and Hong Kong Institute of Certified Public Accountants. Mr. Lee graduated from Hong Kong Polytechnic. He also holds a LLB Degree from University of London and a Master Degree in Business Administration from University of Hong Kong. Mr. Lee has over 26 years’ experience in the fields of accounting, regulations and asset management. He held various senior positions with the Securities and Futures Commission (“SFC”), Hong Kong since 1995, as director of Licensing, director of Corporate Planning and director of Finance and Administration. Mr. Lee retired from SFC in July 2014, and he is the director and managing partner of Benington Capital Partner Ltd.
Mr. Lee entered into a letter of appointment for a term of three years with the Company which may be terminated by either party upon a one-month prior written notice. He is subject to retirement by rotation and re-election in accordance with the Company’s Bye-laws. He is entitled to a fixed director’s fee of HK$240,000 per annum, which was determined by the Board with reference to the recommendation from the Remuneration Committee and his duties and responsibilities within the Company and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Lee does not have any interests in the shares of the Company within the meaning of Part XV of the SFO, nor does he have any relationship with any Directors, senior management or substantial shareholders or controlling shareholders of the Company.
Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters which need to be brought to the attention of the Shareholders in relation to the resolution approving the re-election of Mr. Lee as a Director.
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NOTICE OF ANNUAL GENERAL MEETING
DIT GROUP LIMITED
築友智造科技集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 726)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of DIT Group Limited (the “Company”) will be held at Units 1602–1605, 16/F, Tower 2, The Gateway, Harbour City, 25 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 20 May 2025 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
To consider and, if thought fit, pass, with or without modification, the following resolutions as ordinary resolutions of the Company:
-
To receive and consider the audited financial statements and the reports of the directors and the auditors of the Company for the year ended 31 December 2024;
-
(i) To re-elect Ms. Wang Yuping as an executive director of the Company;
(ii) To re-elect Mr. Guo Jianfeng as a non-executive director of the Company;
(iii) To re-elect Mr. Lee Chi Ming, who has served the Company as an independent non-executive Director for more than nine years, as an independent non-executive director of the Company;
(iv) To authorize the board of directors of the Company to fix the directors’ remuneration;
-
To re-appoint ZHONGHUI ANDA CPA Limited as auditor of the Company and to authorize the board of directors of the Company to fix its remuneration;
-
AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
- 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 hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements or options, including warrants to subscribe for shares of the Company, which might require the exercise of such powers, be and is hereby generally and unconditionally approved, provided that, otherwise than
(i) pursuant to a rights issue where shares of the Company are offered for a period fixed by the directors of the Company to shareholders of the Company on a fixed record date in proportion to their then holdings of shares of the Company as at that date (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 recognized regulatory body or any stock exchange, in any territory outside Hong Kong applicable to the Company);
(ii) an issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company;
(iii) an issue of shares of the Company as scrip dividends or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company pursuant to the bye-laws of the Company from time to time; or
(iv) an issue of shares of the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries or any other eligible person(s) of shares or rights to acquire shares of the Company, the aggregate number of shares of the Company issued, allotted or disposed of or agreed conditionally or unconditionally to be issued, allotted or dealt with whether by way of conversion or otherwise, shall not in total exceed 20 per cent of the total number of shares of the Company in issue on the date of passing this resolution and the said approval shall be limited accordingly;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the approval given in paragraph (a) above shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period; and
(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earlier 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 of the shareholders of the Company in general meeting; and
(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 law 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) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”) or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the total number of shares of the Company in issue on the date of passing 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 earlier of:
(i) the conclusion of the next Annual General Meeting of the Company;
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
(ii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting; and
(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 law 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, subject to the passing of Resolutions No. 4 and No. 5 set out in the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers and agreements which might or would require the exercise of such power pursuant to Resolution No. 4 set out in the notice convening this meeting, be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the aggregate number of shares of the Company which has been repurchased by the Company under the authority granted pursuant to Resolution No. 5 set out in the notice convening this meeting provided that such number shall not exceed 10 per cent of the total number of shares of the Company in issue on the date of passing this resolution.”
By order of the Board
DIT Group Limited
Guo Weiqiang
Chairman, Chief Executive Officer and Executive Director
Hong Kong, 22 April 2025
Registered office:
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10 Bermuda
Head office and principal place of business in Hong Kong:
Units 1602–1605, 16/F
Tower 2, The Gateway
Harbour City, 25 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(i) The register of members of the Company will be closed from Thursday, 15 May 2025 to Tuesday, 20 May 2025, both dates inclusive, for the purpose of ascertaining the entitlement of the shareholders of the Company to attend and vote at the meeting convened. In order to be eligible to attend and vote at the meeting convened, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 14 May 2025.
(ii) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares of the Company in respect of which each such proxy is so appointed.
(iii) In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of the power of attorney or authority must be deposited with the Company's branch share registrar and transfer office in Hong Kong, 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 appointed for holding the meeting or any adjournment thereof.
(iv) A form of proxy for use at the meeting convened is enclosed. Whether or not you are able to attend and vote at the meeting convened, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the meeting convened or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.
(v) In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of the Company dated 22 April 2025 (the "Circular").
(vi) Biographical details of the directors proposed for re-election are set out in the Appendix II of the Circular.
(vii) If typhoon signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the meeting convened, the meeting will be postponed. The Company will publish an announcement on the website of the Company at http://dit.aconnect.com.hk and on the website of the Stock Exchange at http://www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
(viii) Voting at the meeting convened will be taken by poll.
As at the date of this announcement, the Board comprises Mr. Guo Weiqiang (Chairman) and Ms. Wang Yuping as executive directors; Mr. Wang Jun and Mr. Guo Jianfeng as non-executive directors; Mr. Jiang Hongqing, Mr. Lee Chi Ming and Mr. Ma Lishan as independent non-executive directors.
- AGM-5 -