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Dongyue Group Limited Proxy Solicitation & Information Statement 2026
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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 howsoever 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 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 Dongyue Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission.
DONGYUE FEDERATION
DONGYUE GROUP LIMITED
東岳集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 189)
PROPOSALS FOR RE-ELECTION OF DIRECTORS
GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES
PROPOSED DECLARATION OF DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the annual general meeting ("AGM") of the Company to be held at 11:00 a.m. on Thursday, 4 June 2026 at Event Space D, 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire and in such event, the form of proxy shall be deemed to be revoked.
24 April 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
Introduction ... 3
Re-election of Directors ... 4
General mandates to issue and repurchase securities ... 5
Final Dividend ... 5
Closure of the Register ... 5
The AGM ... 6
Responsibility statement ... 7
Recommendation ... 7
General ... 7
APPENDIX I — DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM ... I-1
APPENDIX II — EXPLANATORY STATEMENT FOR GENERAL
MANDATE TO REPURCHASE SECURITIES ... II-1
NOTICE OF AGM ... AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
The annual general meeting of the Company to be held at Event Space D, 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 4 June 2026 at 11:00 a.m.
"AGM Notice"
The notice convening the AGM as set out on pages AGM-1 to AGM-5 of this circular
"Articles of Association"
The articles of association of the Company, as amended from time to time
"Board"
The board of Directors
"CCASS"
The Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"Company"
Dongyue Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange
"Director(s)"
The director(s) of the Company
"Final Dividend"
The proposed final dividend of HK$0.30 per Share in respect of the year ended 31 December 2025 to Shareholders whose names appear on the Register on the Record Date
"Group"
The Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
The Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"
10 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
The Rules Governing the Listing of Securities on the Stock Exchange
"Memorandum and Articles of Association"
The memorandum and articles of association of the Company, as amended from time to time
"Nomination Committee"
the nomination committee of the Board
- 1 -
DEFINITIONS
"PRC"
The People's Republic of China, and for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region and Taiwan
"Record Date"
15 June 2026, being the record date for determining entitlements of the Shareholders to the Final Dividend
"Register"
The register of members of the Company
"Remuneration Committee"
the remuneration committee of the Board
"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$0.1 each in the share capital of the Company
"Shareholder(s)"
Holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Code on Takeovers and Mergers and Share Repurchase
"treasury shares"
Shares repurchased and held by the Company in treasury, as authorised by the laws of its place of incorporation or equivalent constitutional documents, which, for the purpose of the Listing Rules, include shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange
"%"
Percent
For the purpose of this circular, certain English translation of Chinese name or words are included for information purpose only and should not be relied upon as the official translation of such Chinese names or words.
- 2 -
LETTER FROM THE BOARD
DONGYUE FEDERATION
DONGYUE GROUP LIMITED
東岳集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 189)
Executive Directors:
Mr. Zhang Jianhong (Chairman)
Mr. Wang Weidong
Mr. Zhang Zhefeng
Ms. Chung Tak Lai
Independent Non-Executive Directors:
Mr. Ting Leung Huel, Stephen
Mr. Ma Zhizhong
Mr. Yang Xiaoyong
Registered Office:
Vistra (Cayman) Limited
P.O. Box 31119
Grand Pavillion, Hibiscus Way
802 West Bay Road
Grand Cayman, KY1-1205
Cayman Islands
Principal place of business
in Hong Kong:
Room 2621, 26/F
Tower 1, Admiralty Center
18 Harcourt Road
Admiralty, Hong Kong
24 April 2026
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR RE-ELECTION OF DIRECTORS
GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES
PROPOSED DECLARATION OF DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to (i) the proposed declaration of Final Dividend; (ii) the re-election of Directors; and (iii) the grant of general mandates to the Directors for the issue and the repurchase of the Company's securities up to 20% and 10% respectively of the total number of the Company's issued share capital as at the date of passing of such resolutions, and the extension of the general mandate to the Directors to issue shares to include the total number of such securities repurchased under the repurchase mandate.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
As at the Latest Practicable Date, the Board comprised seven Directors, namely Mr. Zhang Jianhong, Mr. Wang Weidong, Mr. Zhang Zhefeng, Ms. Chung Tak Lai, Mr. Ting Leung Huel, Stephen, Mr. Ma Zhizhong and Mr. Yang Xiaoyong.
Pursuant to Article 84(1) of the existing Articles of Association, at each of the annual general meeting, one third of the Directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every 3 years.
Pursuant to Article 83(3) of the existing Articles of Association, any newly appointed Directors shall hold office until the next following annual general meeting of the Company and shall then be eligible for re-election.
Accordingly, three of the existing Directors, retiring by rotation as stated above, will retire at the AGM and, being eligible, will offer themselves for re-election at the AGM.
Article 85 of the existing Articles of Association provides that no person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election as a Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the head office or at the registration office. The minimum period for lodgment of the notices required shall be at least 7 days and that (if the notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting.
Biographical and other details of the Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.
LETTER FROM THE BOARD
GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES
At the annual general meeting of the Company held on 5 June 2025, ordinary resolutions were passed by the Shareholders granting to the Directors a general mandate to exercise the powers of the Company to repurchase Shares and a further general mandate to allot, issue and deal with new Shares. Such general mandates, unless renewed, will lapse at the conclusion of the AGM.
New general mandates to allot, issue and deal with the Shares and/or to resell or transfer Shares held in treasury (to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations) up to a maximum of 20% (346,542,327 Shares based on the number of issued Shares as at the Latest Practicable Date, excluding any treasury shares) (the "Issue Mandate") and to repurchase Shares up to a maximum of 10% (173,271,163 Shares based on the number of issued Shares as at the Latest Practicable Date, excluding any treasury shares) (the "Repurchase Mandate") respectively of the total number of the issued share capital of the Company as at the date of passing of the resolutions as set out in Resolutions 6A and 6B respectively of the AGM Notice will be proposed at the AGM. Resolution authorising the extension of the general mandate to the Directors to issue Shares to include the total number of such securities (if any) repurchased under the Repurchase Mandate as set out in Resolution 6C of the AGM Notice will be proposed at the AGM.
With reference to the proposed new general mandates, the Directors wish to state that they have no immediate plans to issue or repurchase any Shares pursuant to the relevant mandates as at the date of this circular.
An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against Resolution 6B to be proposed at the AGM in relation to the proposed Repurchase Mandate is set out in Appendix II to this circular.
FINAL DIVIDEND
As stated in the announcement issued by the Company dated 25 March 2026 relating to the annual results of the Group for the year ended 31 December 2025, the Board recommends the payment of the Final Dividend of HK$0.30 per Share to the Shareholders whose names appear on the Register on the Record Date. The Final Dividend is subject to approval by the Shareholders at the AGM and resolutions will be proposed to the Shareholders for voting at the AGM.
CLOSURE OF THE REGISTER
The Register will be closed from Thursday, 11 June 2026 to Monday, 15 June 2026 (both dates inclusive) in order to determine the Shareholders' entitlements to the Final Dividend, during which no transfer of Shares will be registered.
To qualify for the Final Dividend, all transfers of Shares accompanied by the relevant share certificates must be lodged with Tricor Investor Services Limited for registration no later than 4:30 p.m. on Wednesday, 10 June 2026.
LETTER FROM THE BOARD
Shareholders whose names appear on the Register on the Record Date, i.e. Monday, 15 June 2026 will be entitled to the Final Dividend.
The expected timetable for the Final Dividend is as follows:
| Events | Date |
|---|---|
| The Final Dividend ex-entitlement date | Tuesday, 9 June 2026 |
| Record date for the Final Dividend | Monday, 15 June 2026 |
| Latest time for the Shareholders to lodge transfer documents to Tricor Investor Services Limited in order to qualify for receiving the Final Dividend | 4:30 p.m. on Wednesday, 10 June 2026 (All transfer of shares accompanied by the relevant share certificates and transfer form must be lodged with Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong for registration) |
| Closure of the Register (to qualify for receiving the Final Dividend) | Thursday, 11 June 2026 to Monday, 15 June 2026 |
| Upon the Shareholders’ approval of the payment of the Final Dividend at the AGM, the expected payment date of the Final Dividend | Monday, 13 July 2026 |
THE AGM
The AGM Notice is set out on pages AGM-1 to AGM-5 of this circular. At the AGM, in addition to the ordinary business of the AGM, resolutions will be proposed to the Shareholders to consider and, if thought fit, approve, among other things, the proposed re-election of Directors, the proposed grant of the general and unconditional mandates to issue and repurchase the Shares, and the declaration of Final Dividend.
For determining the entitlement to attend and vote at AGM, the register of members of the Company will be closed from Monday, 1 June 2026 to Thursday, 4 June 2026, both days inclusive, during which period no transfer of Shares will be registered. The record date will be Thursday, 4 June 2026. In order to be eligible to attend and vote at the AGM, unregistered holders of Shares should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harbour Road, Hong Kong, for registration not later than 4:30 pm on Friday, 29 May 2026.
A form of proxy for the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM or any adjourned meeting thereof, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor
LETTER FROM THE BOARD
Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire and in such event, the form of proxy shall be deemed to be revoked.
No refreshment or drinks will be served and no corporate gifts will be distributed.
Pursuant to Rule 13.39(4) of the Listing Rules, except for those resolutions relating purely to procedural or administrative matters, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the resolutions to be considered and, if thought fit, approved at the AGM will be taken by poll.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Directors consider that the proposed re-election of Directors, the proposed grant of general mandates to issue and repurchase securities and the proposed declaration of Final Dividend are in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of the resolutions set out in the AGM Notice.
GENERAL
To the best of the Director's knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.
Yours faithfully,
For and on behalf of the Board
Dongyue Group Limited
Zhang Jianhong
Chairman
APPENDIX I
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
LIST OF DIRECTORS FOR RE-ELECTION
The biographical and other details of the Directors standing for re-election at the AGM are set out below.
Mr. ZHANG Jianhong (張建宏), aged 66, was appointed as the chairman, chief executive officer and executive director of the Company in July 2006. He has been with the Group and its predecessors since October 1986 and has 39 years of experience in the chemical industry. He is also the chairman of Dongyue Chemicals and Dongyue Polymers etc., and a director of Dongyue F&S and Dongying Dongyue Salt, all of which are the Company's subsidiaries. Mr. Zhang currently serves as Vice President of the China Institute of Private Sector, Vice Chairman of the 11th China Federation of Industry and Commerce, Vice Chairman of the 12th China Civil Chamber of Commerce, Member of the Standing Committee of the 11th and 12th Chinese People's Political Consultative Conference of Shandong Province, Vice Chairman of the 12th and 13th Federation of Industry and Commerce of Shandong Province and a representative of the 10th Party Congress of Shandong Province. He has obtained the honorary titles of National Outstanding Builder of Socialism in the Non-Public Economy (Fourth Session), "100 outstanding private entrepreneurs during the 40 years of reform and opening up", Powerful Figure of China Petroleum and Chemical Industry (First Session), Top 10 Outstanding Figures of Chinese Brands in the International Market, National Outstanding Demobilized Soldier, and Most Outstanding CEO of the Year.
There is no service contract and fixed term of service between Mr. Zhang and the Company but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. During the year ended 31 December 2025, Mr. Zhang is entitled to receive an annual director's fee of RMB144,000, and an annual salary of RMB5,856,000, which is determined with reference to his duties and responsibilities with the Company and the Company's current standards for emoluments and the market conditions and has been approved by the Remuneration Committee.
As at the Latest Practicable Date, under the meaning of Part XV of the SFO, 7,147,636 Shares are held by Mr. Zhang and 258,948,451 Shares are held by Dongyue Team Limited whose entire issued share capital is owned by Mr. Zhang Ke who is the son of Mr. Zhang.
APPENDIX I
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Ms. CHUNG Tak Lai (鍾德麗), aged 44, is a company secretary of the Company. She joined the Group in March 2015 and is primarily responsible for overseeing and managing regulatory compliance matters of the Company. Ms. Chung is a director of Hong Kong Tai Li International Trading Company Limited, a wholly-owned subsidiary of the Company. Ms. Chung has over 20 years of work experience in accounting, corporate finance, compliance and strategic investment. Prior to joining the Group, Ms. Chung had worked in the audit division and financial advisory services (M&A Transactions) of Deloitte. Ms. Chung had also worked in the merger and acquisition team of Hong Kong Li & Fung Group, and the strategic investment team of the company then listed on the Main Board of the Stock Exchange. Ms. Chung holds a bachelor's degree in business administration, majoring in professional accountancy from the Chinese University of Hong Kong and a bachelor's degree in laws from the University of London. Ms. Chung is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants.
There is no service contract and fixed term of service between Ms. Chung and the Company but she is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Ms. Chung is entitled to receive an annual director's fee of HK$120,000 and an annual salary of HK$1,084,000 which is determined with reference to her duties and the Company's remuneration policies and the prevailing market conditions approved by the Remuneration Committee.
As at the Latest Practicable Date, under the meaning of Part XV of the SFO, Ms. Chung is interested in 188,000 Shares as a beneficial owner.
Mr. YANG Xiaoyong (楊曉勇), aged 70, was appointed as an independent non-executive Director in August 2014. Mr. Yang has over 30 years of experience in fluoropolymer and organic silicon industries. Mr. Yang served at China Bluestar Chengrand Research Institute of Chemical Industry as chief engineer and director of National Organic Silicon Engineering and Technological Research Centre and National Synthetic Resin Quality Supervision and Inspection Centre, and the chief secretary of the Organic Silicon Professional Committee of China Association of Fluorine and Silicon Industry and so forth. Mr. Yang is currently the honorary president and the chief engineer of the Expert Committee of China Association of Fluorine and Silicon Industry. In addition, Mr. Yang is currently an independent director of Hubei Jianghan New Materials Co., Ltd. (湖北江瀚新材料股份有限公司). In addition, Mr. Yang was an independent director of Henan Hengxing Science & Technology Co., Ltd (a company listed on Shenzhen Stock Exchange) between 1 November 2019 and 1 November 2025 and an independent director of New Asia Man Silicon Chemistry Co., Ltd (a company listed on Shanghai Stock Exchange) between 1 December 2018 to 1 December 2024.
Save for the aforesaid, Mr. Yang does not have any other directorships in other listed companies in the past 3 years immediately prior to the Latest Practicable Date and Mr. Yang does not have any relationship with any Directors, senior management, substantial or controlling Shareholders. There is no service contract and fixed term of service between Mr. Yang and the Company but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Article of Association. Mr. Yang is
- I-2 -
APPENDIX I
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
entitled to receive an annual director’s fee of RMB204,000 which is determined with reference to his duties and responsibilities with the Company and the Company’s current standards for emoluments and the market conditions and is subject to review by the Remuneration Committee from time to time. Mr. Yang will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.
Mr. Yang has served as an independent non-executive Director for more than nine years as at the Latest Practicable Date. The Board and the Nomination Committee have reviewed the annual independence confirmation of Mr. Yang and assessed his independence having considered the independence guidelines under Rule 3.13 of the Listing Rules. The Board and the Nomination Committee consider that Mr. Yang meets the independence guidelines under Rule 3.13 of the Listing Rules and maintain his independence in accordance with the terms of the guidelines despite the length of his service on the Board. During his years of service, Mr. Yang has shared their experience and expertise both at and outside board/committee meetings, which has been invaluable to the Group’s business development and strategy. He has not been involved in any management role nor in any relationships which would interfere with the exercise of his independent mindset and judgement. Taking into account the independent nature of their roles and duties on the Board and various board committees, his independent views and judgement exercised in the past, his character and professionalism demonstrated in his service to the Board and board committees, the Board believes that Mr. Yang will continue to demonstrate strong independence in his judgment, contribution and commitment to the Company and that his positions outside the Company will not affect him in maintaining his current role in, and his functions and responsibilities for, the Company. On the basis of the inter alia, the foregoing, the Board considers that Mr. Yang is still independent and should be re-elected. His re-election is expected to continue to enhance the governance and oversight of the Company at both the Board and the board committee levels. In compliance with Code Provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules, the re-election of Mr. Yang at the AGM will be subject to the approval of Shareholders by way of a separate resolution.
GENERAL
Save as disclosed above, as at the Latest Practicable Date, none of Mr. Zhang, Ms. Chung and Mr. Yang held any other positions in the Company or any members of the Group or held any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years preceding the Latest Practicable Date or has other major appointments and professional qualifications, and nor were they related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company, or interested in any Shares within the meaning of Part XV of the SFO. Save as disclosed above, there are no other matters that are required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to their re-election that need to be brought to the attention of the Shareholders.
APPENDIX II
EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES
This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in relation to the proposed Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the Company had 1,732,711,637 Shares in issue or an issued share capital of HK$173,271,163.7. 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 AGM, the Company will be allowed to repurchase a maximum of 173,271,163 Shares, representing approximately 10% of the total number of the issued share capital of the Company as at the date of passing of the resolution (excluding any treasury shares), during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.
The Company may cancel any repurchased Shares and/or hold them as Treasury Shares subject to market conditions and the capital management needs of the Company at the relevant time of the repurchases.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
- II-1 -
APPENDIX II
EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES
REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to repurchase its shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
FUNDING OF REPURCHASES
Any repurchase of securities of the Company made pursuant to the proposed Repurchase Mandate would be made out of funds which are legally available for the purpose in accordance with the Memorandum and Articles of Association, the Listing Rules and the applicable Cayman Islands laws. Under the Cayman Islands law, repurchases by the Company may only be made out of profits of the Company, from sums standing to the credit of the share premium account of the Company or out of the proceeds of a fresh issue of shares made for the purpose of the repurchase or, subject to the statutory test of solvency, out of capital. The premium, if any, payable on the repurchase, shall be provided for out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the statutory test of solvency, out of capital.
FINANCIAL IMPACT
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 and in circumstances where they consider that the Shares can be repurchased on terms favourable to the Company. The Directors anticipate that if the general mandate to repurchase securities were to be exercised in full at the current prevailing market value, it may have a material adverse impact on the working capital and gearing level of the Company by referring to the audited consolidated financial statements of the Company as at 31 December 2025. The Directors do not propose to exercise the mandate to repurchase shares to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
APPENDIX II
EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES
SHARE PRICE
The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months of the Company as at the Latest Practicable Date:
| *Price Per Share | ||
|---|---|---|
| Highest (HK$) | Lowest (HK$) | |
| 2025 | ||
| April | 9.69 | 7.67 |
| May | 9.97 | 8.72 |
| June | 10.66 | 8.78 |
| July | 11.30 | 9.69 |
| August | 13.60 | 10.32 |
| September | 13.30 | 11.22 |
| October | 13.20 | 9.78 |
| November | 11.44 | 9.42 |
| December | 11.10 | 9.91 |
| 2026 | ||
| January | 12.93 | 10.58 |
| February | 14.34 | 11.53 |
| March | 14.39 | 10.69 |
| April (up to the Latest Practicable Date) | 12.08 | 11.13 |
TAKEOVERS CODE CONSEQUENCES
If as a result of repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders' 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 as a result of any such increase.
APPENDIX II
EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES
As at the Latest Practicable Date, the following persons had interests or short positions in the Shares which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under section 336 of the SFO:
| Name of Shareholder | Capacity | Number of Shares interested | % of issued share capital as at the Latest Practicable Date |
|---|---|---|---|
| Mr. Zhang Ke | Corporate interest(1) | 258,948,451 (L) | 14.94 (L) |
| Dongyue Team Limited | Beneficial interest(1) | 258,948,451 (L) | 14.94 (L) |
Notes:
(1) Pursuant to the SFO, as Mr. Zhang Ke holds 100% interest in Dongyue Team Limited. Mr. Zhang Ke is deemed to be interested in the 258,948,451 Shares held by Dongyue Team Limited. Mr. Zhang Ke is the son of Mr. Zhang Jianhong who is the Chairman and Chief Executive Officer of the Company.
(2) L: Long Position.
Based on the above shareholding interests of Mr. Zhang Ke and Dongyue Team Limited, and in the event that the Repurchase Mandate is exercised in full by the Company and assuming that Mr. Zhang Ke and Dongyue Team Limited do not dispose of any of their Shares, their percentage shareholding in the Company will be increased to approximately 16.61% of the total number of the issued share capital of the Company. Accordingly under Rule 26 of the Takeovers Code, no obligation to make a general offer to Shareholders will arise as a result of an exercise of the Repurchase Mandate in full.
As at the Latest Practicable Date, the Company's issued share capital in the hands of the public was over 80%, which is above the requirement of having at least 25% of the issued share capital of the Company held by the public under Rule 8.08 of the Listing Rules.
SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares has been made by the Company on the Stock Exchange during the six months immediately prior to the Latest Practicable Date.
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APPENDIX II
EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES
GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors or any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands. The Company confirms that neither this explanatory statement nor the proposed share repurchase has any unusual features.
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NOTICE OF AGM
DONGYUE FEDERATION
DONGYUE GROUP LIMITED
東岳集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 189)
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting (the “Meeting”) of Dongyue Group Limited (the “Company”) will be held at Event Space D, 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 4 June 2026 at 11:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
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To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 December 2025.
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A. To re-elect Mr. Zhang Jianhong as an executive director of the Company.
B. To re-elect Ms. Chung Tak Lai as an executive director of the Company.
C. To re-elect Mr. Yang Xiaoyong as an independent non-executive director of the Company.
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To authorize the board of directors of the Company to fix the directors’ remuneration.
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To re-appoint Zhonghui Anda CPA Limited as auditors of the Company and to authorize the board of directors of the Company to fix their remuneration.
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To declare a final dividend of HK$0.30 per Share for the year ended 31 December 2025.
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As additional business, to consider and if thought fit, pass the following resolutions (with or without modification):
A. “THAT:
(a) subject to sub-paragraph (c) of this resolution, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company (the “Shares”) or securities convertible into Shares, options, warrants or similar rights to subscribe for, or to convert any securities (including bonds and convertible debentures)
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NOTICE OF AGM
into, any Shares, and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval given in sub-paragraph (a) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) pursuant to the approval given in sub-paragraph (a) of this resolution, otherwise than pursuant to:
(i) a Rights Issue (as hereinafter defined);
(ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares;
(iii) the exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of Shares or rights to acquire shares of the Company; or
(iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company,
shall not exceed 20 percent of the total number of the issued share capital of the Company (excluding any treasury shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution:
(i) “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(aa) the conclusion of the next annual general meeting of the Company;
(bb) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
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NOTICE OF AGM
(cc) the date on which the authority set out in this resolution is revoked or varied by way of ordinary resolution in general meeting of the Company.
(ii) “Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares whose names stand on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).
(iii) Any reference to an allotment, issue, conversion, grant or dealing of Shares shall include the resale or transfer of Shares held in treasury (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.”
B. “THAT:
(a) subject to sub-paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own Shares on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or any other stock exchange on which the securities of the Company may be listed and recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Code on Takeovers and Mergers and Share Repurchases, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;
(b) the total number of Shares which may be repurchased by the Company pursuant to sub-paragraph (a) of this resolution during the Relevant Period shall not exceed 10 percent of the total number of the issued share capital of the Company (excluding any treasury shares) at the date of the passing of this resolution and the approval granted under paragraph (a) of this resolution should be limited accordingly; and
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NOTICE OF AGM
(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by way of ordinary resolution in general meeting of the Company.”
C. “THAT, conditional upon the passing of the resolutions 6A and 6B in the notice convening the Meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional securities of the Company pursuant to resolution 6A as set out in the notice convening the Meeting be and is hereby extended by the addition thereto an amount representing the total number of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution 6B as set out in the notice convening the Meeting provided that such amount shall not exceed 10 percent of the total number of the issued share capital of the Company (excluding any treasury shares) at the date of the passing of this resolution.”
On behalf of the Board
Zhang Jianhong
Chairman
The PRC, 24 April 2026
NOTICE OF AGM
Notes:
(1) Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on the poll, vote in his stead. A proxy need not be a member of the Company.
(2) To be valid, a form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy of that power attorney or authority must be delivered to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong not less than 48 hours before the time appointed for holding the meeting.
(3) The register of members will be closed from Monday, 1 June 2026 to Thursday, 4 June 2026 (both days inclusive) during which period no transfer of shares will be effected. In order to qualify for attending and voting at the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong not later than 4:30 p.m. on Friday, 29 May 2026.
(4) Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personal or by proxy, in respect of such share as if he 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, shall be accepted to the exclusion of the votes of the other joint holders, and for the purpose seniority shall be determined by the order in which name stand in the register of members in respect of the joint holdings.
(5) Please refer to Appendix I of the circular of the Company dated 24 April 2026 for the details of the Directors subject to re-election at the Meeting.
(6) An explanatory statement regarding the general mandate of the repurchase of Shares sought in the above Resolution 6B is set out in Appendix II of the circular of the Company dated 24 April 2026.
(7) No refreshment or drinks will be served and no corporate gifts will be distributed.
(8) As at the date of the notice, the executive directors are Mr. Zhang Jianhong, Mr. Wang Weidong, Mr. Zhang Zhefeng and Ms. Chung Tak Lai; independent non-executive directors are Mr. Ting Leung Huel, Stephen, Mr. Yang Xiaoyong and Mr. Ma Zhizhong.
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