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Dowway Holdings Limited Proxy Solicitation & Information Statement 2025
51426_rns_2025-04-25_ead26087-37a6-4198-8145-c46f7b35d642.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Dowway Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
Dowway Holdings Limited
天平道合控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8403)
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR AND
(4) NOTICE OF AGM
A notice convening the annual general meeting ("AGM") of Dowway Holdings Limited (the "Company") to be held at The Function Room 1-2, 2/F, The Harbourview, No. 4 Harbour Road, Wanchai, Hong Kong on Friday, 23 May 2025 at 9:30 a.m. is set out on pages 18 to 23 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (https://www.hkexnews.hk). 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 Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated URL (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company on 25 April 2025 as soon as practicable but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. before 9:30 a.m on 21 May 2025). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the AGM if they so wish.
This circular will remain on the "Latest Listed Company Information" page of The Stock Exchange of Hong Kong Limited at https://www.hkexnews.hk for at least 7 days from the date of its publication and published on the website of the Company at www.dowway-exh.com.
25 April 2025
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and midsized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
- Introduction ... 3
- General Mandate to Issue Shares ... 4
- Repurchase Mandate to repurchase shares ... 4
- Re-election of Retiring Directors ... 5
- Re-appointment of Auditor of the Company ... 6
- Closure of Register of members ... 6
- Notice of AGM ... 6
- Form of Proxy ... 7
- Voting by Poll ... 7
- Responsibility Statement ... 7
- Recommendation ... 8
- General Information ... 8
APPENDIX I — DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION ... 9
APPENDIX II — EXPLANATORY STATEMENT ... 14
NOTICE OF AGM ... 18
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DEFINITIONS
In this circular, unless the context otherwise requires, the following terms or expressions shall have the meanings set out below:
"AGM"
the AGM of the Company to be held at The Function Room 1–2, 2/F, The Harbourview, No. 4 Harbour Road, Wanchai, Hong Kong on Friday, 23 May 2025 at 9:30 a.m. and notice of which is set out on pages 18 to 23 of this circular
"Articles"
the articles of association of the Company, as amended from time to time
"Board"
the board of Directors
"close associate"
has the meaning ascribed to it under the GEM Listing Rules
"Companies Act"
the Companies Act, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
"Company"
Dowway Holdings Limited, a company incorporated in the Cayman Islands with limited liability, with its shares listed on GEM of the Stock Exchange
"controlling shareholder"
has the meaning ascribed to it under the GEM Listing Rules
"core connected person"
has the meaning ascribed to it under the GEM Listing Rules
"Director(s)"
the director(s) of the Company
"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM of the Stock Exchange, as amended from time to time
"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
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DEFINITIONS
"Issue Mandate"
a general mandate proposed to be granted to the Directors at the AGM to allot, issue and/or deal with Shares with an aggregate nominal value not exceeding 20% of the number of issued Shares as at the date of passing of the relevant resolution granting the Issue Mandate
"Latest Practicable Date"
23 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
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the AGM to repurchase Shares with an aggregate nominal value not exceeding 10% of the number of the issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate
"RMB"
Renminbi, the lawful currency of the People's Republic of China
"SFO"
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time
"Share(s)"
ordinary share(s) of nominal value of US$0.002 each in the capital of the Company
"Shareholder(s)"
the holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Substantial Shareholder(s)"
has the meaning ascribed to it under the GEM Listing Rules
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong, as amended from time to time
"%)
per cent.
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LETTER FROM THE BOARD
Dowway Holdings Limited
天平道合控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8403)
Executive Directors:
Mr. Huang Xiaodi (Chairman of the Board and Chief Executive Officer)
Mr. Chen Xicheng
Mr. Yan Jinghui
Mr. Dong Kejia
Mr. Shum Ngok Wa
Mr. Li Huaguo
Non-executive Director:
Mr. Lian Mingcheng
Independent non-executive Directors:
Ms. Xu Shuang
Mr. Tam Chak Chi
Ms. Yau Yin Tan
Mr. Ma Lin
Registered office:
Windward 3, Regatta Office Park
P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands
Principal place of business in Hong Kong:
Room 529-533, 5th Floor
Beverley Commercial Centre
87-105 Chatham Road
Tsim Sha Tsui
Kowloon
Hong Kong
25 April 2025
To the Shareholders
Dear Sirs or Madams
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES ;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR AND
(4) NOTICE OF AGM
1. INTRODUCTION
The purpose of this circular is to provide you the information with respect to the resolutions to be proposed at the AGM to be held on Friday, 23 May 2025 relating to, among
LETTER FROM THE BOARD
other things, (a) granting of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (b) the re-election of the retiring Directors; (c) re-appointment of auditor of the Company; and (d) notice of the AGM.
2. GENERAL MANDATE TO ISSUE SHARES
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 GEM Listing Rules, for the Issue Mandate to issue Shares. At the AGM, an ordinary resolution numbered 5(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 not exceeding 20% of the number of issued Shares as at the date of passing of the resolution in relation to the Issue Mandate.
As at the Latest Practicable Date, 136,000,000 Shares have been fully paid. Subject to the passing of the ordinary resolution numbered 5(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to issue a maximum of 27,200,000 Shares.
The Issue Mandate shall expire upon the earliest of (i) the conclusion of the next AGM of the Company; (ii) the expiration of the period within which the next AGM of the Company is required by any applicable laws or the Articles to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.
In addition, subject to a separate approval of the ordinary resolution numbered 5(C), the number of Shares purchased by the Company under ordinary resolution numbered 5(B) will also be added to extend the Issue Mandate as mentioned in ordinary resolution numbered 5(A) provided that such additional value shall represent up to 10% of the number of issued Shares as at the date of passing the resolutions in relation to the Issue Mandate and Repurchase Mandate.
3. REPURCHASE MANDATE TO REPURCHASE SHARES
In addition, an ordinary resolution will be proposed at the AGM 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% of the number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.
The Repurchase Mandate shall expire upon the earliest of (i) the conclusion of the next AGM of the Company; (ii) the expiry of the period within which the next AGM of the Company is required by any applicable laws or the Articles to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this resolution.
LETTER FROM THE BOARD
An explanatory statement required by the GEM 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 AGM.
4. RE-ELECTION OF RETIRING DIRECTORS
In accordance with article 112 of the Articles, any Director appointed by the Board to fill a casual vacancy or as an additional Director shall hold office only until the first general meeting after his appointment and any Director appointed as an addition to the Board shall hold office until the next following AGM of the Company after his appointment, and each of them shall be eligible for re-election.
Mr. Tam Chak Chi, Ms. Yau Yin Tan, Mr. Li Huaguo and Mr. Ma Lin were appointed by the Board on 5 September 2024, 5 September 2024, 22 January 2025 and 22 January 2025 respectively to fill a casual vacancy or as an additional Director. In accordance with Article 112, each of Mr. Tam Chak Chi, Ms. Yau Yin Tan, Mr. Li Huaguo and Mr. Ma Lin shall hold the office until the AGM and he/she will offer himself/herself for re-election at the AGM.
Pursuant to Article 108 of the Articles, at every AGM of the Company, one-third of the Directors for the time (or if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation and will be eligible for re-election and re-appointment at every AGM, provided that every Director shall be subject to retirement at an AGM at least once every three years. In accordance with Article 108, Mr. Huang Xiaodi, Mr. Dong Kejia and Mr. Shum Ngok Wa shall retire from office by rotation at the AGM. Being eligible, Mr. Huang Xiaodi, Mr. Dong Kejia, Mr. Shum Ngok Wa will offer themselves for re-election as executive Director. At the AGM, ordinary resolutions will be proposed to re-elect each of Mr. Huang Xiaodi, Mr. Dong Kejia, Mr. Shum Ngok Wa as executive Directors.
Recommendations to the Board for the proposal for re-election of each of Mr. Huang Xiaodi, Mr. Dong Kejia, Mr. Shum Ngok Wa and Mr. Li Huaguo as an executive Director and each of Mr. Tam Chak Chi, Ms. Yau Yin Tan and Mr. Ma Lin as an independent non-executive Director was made by the nomination committee of the Board, after considering the potential contribution each relevant Director can bring to the Board in terms of qualification, skills, experience, independence and gender diversity in accordance with the director nomination policy of the Company taking into account the relevant director's biographical information and background, and considering various factors including but not limited to gender, age, cultural and educational background and professional experience as set out in the director nomination policy of the Company. In addition, the Board has also assessed the independence of each of Mr. Tam Chak Chi, Ms. Yau Yin Tan and Mr. Ma Lin as an independent non-executive Director eligible for re-election at the AGM, by reference to the independence guidelines as set out in Rule 5.09 of the GEM Listing Rules and has also received a confirmation from each of the relevant independent non-executive Director in respect of his/her independence. Taking into account the above factors, the Board accepted the
LETTER FROM THE BOARD
recommendations from the nomination committee of the Board and consider that each of Mr. Tam Chak Chi, Ms. Yau Yin Tan and Mr. Ma Lin is independent and can bring further contributions to the Board and its diversity. Information on the Directors for re-election is set out in Appendix I to this circular.
Details of the above retiring Directors who are standing for re-election at the AGM are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules. Separate resolutions will be prepared for the re-election of the Directors.
5. RE-APPOINTMENT OF AUDITOR OF THE COMPANY
The financial statements of the Group for the year ended 31 December 2024 were audited by Forvis Mazars CPA Limited whose term of office will expire upon the AGM.
The Board proposes to re-appoint Forvis Mazars CPA Limited as the auditors of the Company and to hold office until the conclusion of the next AGM of the Company.
6. CLOSURE OF REGISTER OF MEMBERS
The AGM will be held on Friday, 23 May 2025 at 9:30 a.m. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from 16 May 2025 (Friday) to 23 May 2025 (Friday), both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the AGM, unregistered holders of the Shares should ensure that all share transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Thursday, 15 May 2025.
7. NOTICE OF AGM
Set out on pages 18 to 23 of this circular is the notice of the AGM at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the granting of the Issue Mandate to issue Shares, the Repurchase Mandate to repurchase Shares, and the re-election of the retiring Directors.
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LETTER FROM THE BOARD
8. FORM OF PROXY
A form of proxy is enclosed for use at the AGM. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend 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 Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated URL (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company on 25 April 2025 not less than 48 hours before the time fixed for holding the AGM (i.e. before 09:30 a.m. on 21 May 2024). Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the AGM if they so wish and in such event the form of proxy shall be deemed to be revoked.
9. VOTING BY POLL
There is no Shareholder who has any material interest in the proposed resolutions regarding the Issue Mandate and Repurchase Mandate, therefore none of the Shareholders is required to abstain from voting on such resolutions.
Pursuant to Rule 17.47(4) of the GEM Listing Rules and article 72 of the Articles, any resolution put to the vote of the Shareholders at a general meeting shall be decided by way of a 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, each of the resolutions set out in the notice of the AGM will 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/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.
10. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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
11. RECOMMENDATION
The Directors consider that the proposed resolutions for (a) the granting of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (b) the re-election of the retiring Directors; and (c) re-appointment of auditor of the Company are in the interests of the Group 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 AGM.
12. GENERAL INFORMATION
Your attention is drawn to the additional information set out in Appendix I (Details of Retiring Directors Proposed for Re-election) and Appendix II (Explanatory Statement) to this circular.
Yours faithfully
For and on behalf of the Board
Dowway Holdings Limited
Huang Xiaodi
Chairman, Chief Executive Officer and Executive Director
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APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the retiring Directors (as required by the GEM Listing Rules) proposed to be re-elected at the AGM:
EXECUTIVE DIRECTOR
Mr. Huang Xiaodi (黄曉迪)
Mr. Huang, aged 39, is the chairman of the Board, the chief executive officer of our Company, an executive Director, the compliance officer of our Company and a Controlling Shareholder. He was appointed as a Director on 28 April 2017 and re-designated as an executive Director on 28 October 2017. Mr. Huang is responsible for our Group's overall management, strategic development, major decision-making of our Group and overseeing compliance matters of our Group.
Mr. Huang obtained his certificate in arts and design via the Self-Taught Higher Education Examinations (高等教育自學考試) from Wuchang University of Technology (武昌理工學院) in June 2013. Mr. Huang has more than 10 years of professional experience in the area of exhibition and event management industry. He has worked as a senior manager at Beijing Dowway International Exhibition Co., Ltd. since January 2008 and as the chairman of the board of directors since March 2010, responsible for the overall management and business development and expansion.
Mr. Huang is an engineer (construction engineering) recognized by Kunming Construction Engineering (Intermediate Rank) Qualification Committee* (昆明市建築工程中級工程師評審委員會) since November 2015.
Mr. Huang was previously a general partner of 天津天平創新企業管理諮詢中心(有限合夥), which was deregistered on 2 April 2018. He confirmed that such entity was solvent immediately before the time of deregistration and he did not incur any debt and/or liabilities because of such deregistration.
Mr. Huang is currently holding 15% of the equity interest in 藍色神魚網絡科技(天津)有限公司, which does not conduct any business which competes, or is likely to compete, either directly or indirectly, with the business of our Group. He is also an executive director and general manager of Tianjin Dowway.
Mr. Huang has entered into a service agreement with our Company for a term of 3 years from 1 Jun 2024 to 31 May 2027 (both dates inclusive). Mr. Huang is entitled to terminate his appointment at any time by giving the Company notice in writing. His appointment is subject to normal retirement and re-election by the Shareholders at the annual general meeting of the Company. Mr. Huang is entitled to the annual remuneration of RMB 240,000 and is also entitled to a discretionary bonus to be determined by the Board. The remuneration of Mr. Huang has been determined on the basis of his performance, responsibilities and commitment and the basis of salaries paid by comparable companies and tenure. As at the Latest
APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Practicable Date, Mr. Huang, through his controlled corporation, was interest in 34,645,000 Shares, representing approximately 25.47% of the total issued share capital of the Company within the meaning of Part XV of the SFO.
Mr. Dong Kejia (董可嘉)
Mr. Dong, aged 43, has over ten years of experience in the management and investment industry. Mr. Dong obtained the degree of Master of Art in Rural Regional Development from Renmin University of China in 2013. Mr. Dong joined Sinofert Holdings Limited (stock code: 0297), the shares of which are listed on the Main Board of the Stock Exchange, in December 2005 and left with his last position as the investment director in May 2013. He joined Genertec Universal Medical Group Company Limited (stock code: 2666), the shares of which are listed on the Main Board of the Stock Exchange, in May 2013 and left with his last position as the general representative of Overseas Investment and Securities Affairs in July 2019. From November 2020 to October 2022, Mr. Dong was the deputy general manager of CT Vision S.L. (International) Holdings Limited (stock code: 0994), the shares of which are listed on the Main Board of the Stock Exchange, which he was responsible for the investment matters. From November 2019 to May 2020, Mr. Dong served as the representative (SFC License 1,4,9) of Forwin Capital Management Limited. He joined Royal Morgan Fund Management Company Limited in June 2020, left with his last position as the responsible officer (SFC License 1,4,9) and managing director in October 2020. He has participated in the establishment, investment and financing activities of multiple domestic and overseas Renminbi and United States dollar funds. As at the Latest Practicable Date, Mr. Dong, through his controlled corporation, was interest in 11,987,500 Shares, represent approximately 8.81% of the total issued share capital of the Company, within the meaning of Part XV of the SFO.
Mr. Dong has entered into a service agreement with the Company pursuant to which he is appointed for an initial term of three years commencing on 9 December 2022. Mr. Dong is entitled to terminate his appointment at any time by giving the Company notice in writing. His appointment is subject to normal retirement and re-election by the Shareholders at the annual general meeting of the Company. Mr. Dong is entitled to a director's fee of HK$1,440,000 per annum which was determined by the Remuneration Committee with reference to his duties and level of responsibilities, the remuneration policy of the Company and the prevailing market conditions. Mr. Dong has executed a waiver pursuant to which, Mr. Dong agreed to waive in its entirety the payment obligation of the Company to him in respect of his director's service fee in 2024.
Mr. Shum Ngok Wa (沈岳華)
Mr. Shum, aged 35, has over ten years of experience in the finance industry and profound experience in corporate management. Mr. Shum obtained the degree of Bachelor of Business Administration (Honours) in Quantitative Finance and Risk Management from City University of Hong Kong in July 2011. He is also a Certified Financial Risk Manager (FRM) of the Global Association of Risk Professionals since 2013.
APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
From September 2012 to February 2018, Mr. Shum worked in Kingston Securities Limited in its credit and risk control department and was responsible for credit assessment and risk control matters. From July 2019 to February 2022, Mr. Shum was working in Premium Financial Limited and left with his last position as a director, responsible for overall management and operation of money lending business in Hong Kong.
Mr. Shum is currently an independent non-executive director of Chi Kan Holdings Limited, the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 9913). Mr. Shum was a non-executive director of Leadway Technology Investment Group Limited (formerly known as HNA Technology Investments Holdings Limited (stock code: 2086) from August 2021 to July 2022, the shares of which are listed on the Main Board of the Stock Exchange. Mr. Shum has entered into a service agreement with the Company pursuant to which he is appointed for an initial term of three years commencing on 9 December 2022. Mr. Shum is entitled to terminate his appointment at any time by giving the Company notice in writing. His appointment is subject to normal retirement and re-election by the Shareholders at the annual general meeting of the Company. Mr. Shum is entitled to a director's fee of HK$1,200,000 per annum which was determined by the Remuneration Committee with reference to his duties and level of responsibilities, the remuneration policy of the Company and the prevailing market conditions.
Mr. Li Huaguo (李華國)
Mr. Li, aged 43, obtained his diploma in business management from the Xi'an Jiaotong University in the People's Republic of China (the "PRC") in 2020. Mr. Li is the President of the Yangjiang New Social Strata Association* (陽江市新的社會階層人士聯合會).
Mr. Li has entered into a service agreement with the Company pursuant to which he is appointed for an initial term of three years commencing on 1 April 2025. Mr. Li is entitled to terminate his appointment at any time by giving the Company notice in writing. His appointment is subject to normal retirement and re-election by the Shareholders at the annual general meeting of the Company. Mr. Li is entitled to a director's fee of RMB240,000 per annum which was determined by the Remuneration Committee with reference to his duties and level of responsibilities, the remuneration policy of the Company and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Li was interested in 10,000,000 ordinary Shares, represent approximate $7.35\%$ of the total issued share capital of the Company. He is also indirectly interested in $49\%$ of the issued share capital of a subsidiary of the Company via his controlled corporation, and is a director of the said subsidiary of the Company.
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APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Tam Chak Chi (譚澤之)
Mr. Tam, aged 48, holds a bachelor's degree of commerce from the University of Toronto. He is a fellow member of the Taxation Institute of Hong Kong, a member of the American Institute of Certified Public Accountants and a member of The Chartered Global Management Accountant. Mr. Tam has more than 22 years of experience in accounting, auditing and financial services and has served various positions at various private and listed companies. He is currently an independent non-executive director of AL Group Limited, a company listed on the GEM of the Stock Exchange (stock code: 8360); and an independent non-executive director of Wealth Glory Holdings Limited, a company listed on the GEM of the Stock Exchange (stock code: 8269). From August 2019 to July 2024, Mr. Tam was an independent non-executive director of Wisdom Wealth Resources Investment Holding Group Limited, a company listed on the Main Board of the Stock Exchange (stock code: 0007), and from December 2018 to September 2023, Mr. Tam was executive director of Ocean Star Technology Group Limited, a company listed on the GEM of the Stock Exchange (stock code: 8297). Currently, Mr. Tam is the Chief Financial Officer & Executive Director of EcoSmart Energy Management Limited, a private company incorporated in Hong Kong and he is also a financial consultant of various private companies.
Mr. Tam has entered into a service agreement with the Company for an initial term of 3 years commencing from 20 September 2024, which may be renewable subject to both parties' agreement, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles. Mr. Tam is entitled to the annual remuneration of HK$120,000 and is also entitled to a discretionary bonus to be determined by the remuneration committee of the Company and the Board. The remuneration of Mr. Tam has been determined on the basis of his performance, responsibilities and commitment and the basis of salaries paid by comparable companies and tenure.
Ms. Yau Yi Tan (丘燕丹)
Ms. Yau, aged 37, holds a bachelor's degree of Business Administration (Honours) in Accountancy from City University of Hong Kong. She is a member of the Hong Kong Institute of Certified Public Accountants. Ms. Yau has more than 11 years of experience in accounting, auditing and financial services. Currently, Ms. Yau is the Director of Alliance Capital Partners Limited, a corporation licensed to carry on type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and she is responsible for providing corporate finance advisory services for the listed issuers and execution of initial public offering transactions. From 2011 to 2015, Ms. Yau worked with BDO Limited, and she was responsible for the audit works for various listed and unlisted clients.
APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Ms. Yau has entered into a service agreement with the Company for an initial term of 3 years commencing from 20 September 2024, which may be renewable subject to both parties' agreement, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles. Ms. Yau is entitled to the annual remuneration of HK$120,000 and is also entitled to a discretionary bonus to be determined by the remuneration committee of the Company and the Board. The remuneration of Ms. Yau has been determined on the basis of her performance, responsibilities and commitment and the basis of salaries paid by comparable companies and tenure.
Mr. Ma Lin (馬林)
Mr. Ma Lin, aged 42, obtained his bachelor's degree in computer science from the Southwest Jiaotong University in PRC in 2005 and his executive master of business administration degree (EMBA) from the Guanghua School of Management of the Peking University in the PRC in 2019. Mr. Ma has approximately 20 years of work experience in computer science and investment. Mr. Ma is currently the chairman of Chengdu Sheng Yu Investment Management Company Limited (成都盛裕投資管理有限公司), a position he held since 2015. Prior to that, Mr. Ma was the chairman of Chengdu Ren Xin Technology Company Limited (成都任新科技有限公司) from 2011 to 2014 and the general manager of Guangzhou Shenhong Network Technology Co., Ltd.* (廣州市深紅網絡科技有限公司) from 2008 to 2011.
Mr. Ma has entered into a service agreement with the Company for an initial term of 3 years commencing from 1 April 2025, which may be renewable subject to both parties' agreement, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles. Mr. Ma is entitled to the annual remuneration of RMB12,000 and is also entitled to a discretionary bonus to be determined by the remuneration committee of the Company and the Board. The remuneration of Mr. Ma has been determined on the basis of his performance, responsibilities and commitment and the basis of salaries paid by comparable companies and tenure.
As at the date of the Latest Practicable Date, save as disclosed above, each of the above Directors (i) did not hold any other positions within the Group, nor other major appointments and professional qualifications; (ii) had no relationship with any Director, member of senior management of the Group or substantial or controlling Shareholders; (iii) did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years immediately preceding the Latest Practicable Date; and (iv) did not have, and is not deemed to have, any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of SFO).
Save as disclosed above, each of the above Directors confirmed that there is no information required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules, and the Company is not aware of any other matters in relation to the re-election of Mr. Li that needs to be brought to the attention of the Shareholders and the Stock Exchange.
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APPENDIX II
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide all the information reasonably necessary to enable Shareholders to make an informed decision on whether to approve the Share Repurchase Mandate.
This explanatory statement contains all the information required pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules which is set out as follows:
- SHAREHOLDERS' APPROVAL
All proposed repurchases of Shares by a company with a primary listing on GEM must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval of a particular transaction.
- SHARE CAPITAL
As at the Latest Practicable Date, the number of issued Shares was 136,000,000 Shares of nominal value of US$0.002 each which have been fully paid. 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 13,600,000 Shares which represent 10% of the issued Shares during the period ending on the earlier of (i) the conclusion of the next AGM of the Company; or (ii) the expiration of the period within which the next AGM of the Company is required by any applicable laws or the Articles to be held; or (iii) the passing of an ordinary resolution by the Shareholders in general meeting of the Company revoking or varying such mandate.
- REASONS FOR AND FUNDING OF REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders 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 Company's net asset value per Share and/or its 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.
Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles and the applicable laws and regulations of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of Shares made for the purpose of the repurchase or, if authorised by the Articles and subject to the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles and subject to the Companies Act, out of capital.
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APPENDIX II
EXPLANATORY STATEMENT
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. The Directors believe that if the Repurchase Mandate is exercised in full, it may not have a material adverse impact on the working capital and/or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company for the year ended 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 an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
4. SHARE PRICES
The highest and lowest prices at which the Shares had been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date were as follows:
| Month | Share Price (per Share) | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 0.72 | 0.49 |
| May | 0.85 | 0.67 |
| June | 0.95 | 0.80 |
| July | 0.86 | 0.78 |
| August | 0.83 | 0.70 |
| September | 0.86 | 0.72 |
| October | 0.84 | 0.50 |
| November | 1.00 | 0.70 |
| December | 0.88 | 0.70 |
| 2025 | ||
| January | 0.88 | 0.71 |
| February | 1.20 | 0.65 |
| March | 1.18 | 0.96 |
| April (up to the Latest Practicable Date) | 1.60 | 1.00 |
APPENDIX II
EXPLANATORY STATEMENT
5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.
No core connected person of the Company (as defined in the GEM Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is granted by the Shareholders.
6. EXERCISE OF REPURCHASE MANDATE
The Directors will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands.
7. EFFECT OF 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 of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rules 26 and 32 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, A&B Development Holding Limited ("A&B Development"), a corporation controlled by Mr. Huang Xiaodi was interested in 34,645,000 Shares, representing approximately 25.47% in aggregate number of issued Shares. In the event that the Directors should exercise in full the Repurchase Mandate, the shareholding of A&B Development in the Company will be increased to approximately 28.30% of the issued Shares. To the best knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for A&B Development to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.
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APPENDIX II
EXPLANATORY STATEMENT
The GEM Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares of the Company would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
- SHARE REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.
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NOTICE OF AGM
Dowway Holdings Limited
天平道合控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8403)
NOTICE OF AGM
NOTICE IS HEREBY GIVEN THAT the AGM (the “AGM”) of Dowway Holdings Limited (the “Company”) will be held at The Function Room 1–2, 2/F, The Harbourview, No. 4 Harbour Road, Wanchai, Hong Kong on Friday, 23 May 2025 at 9:30 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 independent auditor of the Company for the year ended 31 December 2024.
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To re-elect the following retiring directors (the “Directors”) of the Company:
(a) To re-elect Mr. Huang Xiaodi as an executive Director;
(b) To re-elect Mr. Dong Kejia as an executive Director;
(c) To re-elect Mr. Shum Ngok Wa as an executive Director;
(d) To re-elect Mr. Li Huaguo as an executive Director;
(e) To re-elect Mr. Tam Chak Chi as an independent non-executive Director;
(f) To re-elect Ms. Yau Yin Tan as an independent non-executive Director; and
(g) To re-elect Mr. Ma Lin as an independent non-executive Director.
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To authorise the board (the “Board”) of Directors to fix the remuneration of the Directors.
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To re-appoint Forvis Mazars CPA Limited as the auditor of the Company to hold office until the conclusion of the next AGM and to authorise the Board to fix its remuneration.
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NOTICE OF AGM
- As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
(A) “That:
(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares 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) 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 defined hereinafter) 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, issued or dealt with, or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise than pursuant to:
(1) any Rights Issue (as defined hereinafter);
(2) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements 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 and/or other eligible participants specified thereunder of options to subscribe for shares or rights to acquire shares;
(3) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the Articles of the Company; or
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NOTICE OF AGM
(4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants or convertible bonds/notes issued by the Company or any securities of the Company which carry rights to subscribe for or are convertible into shares in the Company with an aggregate nominal value shall not exceed 20% of the total number of issued shares of the Company as at the date of passing this resolution; and the authority pursuant to paragraph (i) of this resolution shall be limited accordingly.
(iv) for the purposes 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 AGM of the Company;
(2) the expiration of the period within which the next AGM of the Company is required by the Articles of the Company and any applicable laws and regulations in the Cayman Islands to be held; and
(3) the passing of an ordinary resolution by the shareholders of the Company (the “Shareholders”) in general meeting revoking or varying the authority given to the Directors by this resolution; and
(b) “Rights Issue” means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to the Shareholders on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions 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).
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NOTICE OF AGM
(B) “That:
(i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) 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 which is recognised 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 GEM of the Stock Exchange (the “GEM Listing Rules”), be and is hereby generally and unconditionally approved;
(ii) the aggregate number of the shares to be repurchased pursuant to the approval in paragraph (i) of this resolution with an aggregate nominal value shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(iv) 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 AGM of the Company;
(b) the expiration of the period within which the next AGM of the Company is required by the Articles of the Company and any applicable laws and regulations of the Cayman Islands to be held; and
(c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution.”
NOTICE OF AGM
(C) “THAT conditional upon the resolutions numbered 5(A) and 5(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or 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 resolution numbered 5(A) set out in this notice be and is hereby extended by the addition thereto of an amount representing the total number of shares which are repurchased by the Company under the authority granted to the Directors pursuant to resolution numbered 5(B) set out in this notice.”
By Order of the Board
Dowway Holdings Limited
Huang Xiaodi
Chairman, Chief Executive Officer and Executive Director
Hong Kong, 25 April 2025
Registered office:
Windward 3, Regatta Office Park
P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands
Principal place of business in Hong Kong:
Room 529–533, 5/F
Beverley Commercial Centre
87–105 Chatham Road
Tsim Sha Tsui, Kowloon
Hong Kong
Notes:
(i) Resolution numbered 5(C) will be proposed to the Shareholders for approval provided that resolutions numbered 5(A) and 5(B) are passed by the Shareholders.
(ii) A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. A proxy needs not be a member of the Company.
(iii) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated URL (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company on 25 April 2025 not less than 48 hours before the time appointed for holding the AGM (i.e. before at 9:30 a.m. on 21 May 2025) and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.
NOTICE OF AGM
(iv) The register of members of the Company will be closed from Friday, 16 May 2025 to Friday, 23 May 2025, both days inclusive, in order to determine the eligibility of Shareholders to attend the above meeting, during which period no share transfers will be registered. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 15 May 2025.
(v) Delivery of an instrument appointing a proxy will not preclude a Shareholder from attending and voting in person at the AGM: in such event, the instrument appointing a proxy shall be deemed to be revoked.
(vi) Pursuant to the GEM Listing Rules, all the resolutions will be voted by way of poll.
(vii) If Typhoon Signal No. 8 or above, or a “black” rainstorm warning signal or “extreme conditions after super typhoons” announced by Hong Kong Government is/are in force any time after 8:30 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the website of the Company at www.dowway-exh.com and on the website of the Stock Exchange at https://www.hkexnews.hk to notify its Shareholders of the date, time and place of the rescheduled meeting.
As at the date of this announcement, the executive Directors are Mr. Huang Xiaodi, Mr. Chen Xicheng, Mr. Yan Jinghui, Mr. Dong Kejia, Mr. Shum Ngok Wa and Mr. Li Huaguo; the non-executive Director is Mr. Lian Mingcheng; and the independent non-executive Directors are Ms. Xu Shuang, Mr. Tam Chak Chi, Ms. Yau Yin Tan and Mr. Ma Lin.
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 notice 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 notice misleading.
This notice will remain on the “Latest Listed Company Information” page of the Stock Exchange at https://www.hkexnews.hk for at least 7 days from the date of its publication and published on the website of the Company at www.dowway-exh.com.
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