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eBroker Group Limited — Proxy Solicitation & Information Statement 2025
Mar 27, 2025
51229_rns_2025-03-27_95813b77-05e4-49b6-919f-29fd83f84741.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 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 eBroker Group Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.
eBROKER GROUP LIMITED
電子交易集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8036)
PROPOSALS FOR GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES;
RE-ELECTION OF RETIRING DIRECTORS;
RE-APPOINTMENT OF AUDITOR;
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of eBroker Group Limited (the "Annual General Meeting") to be held at Suites 1410-11, 14th Floor, North Tower, World Finance Centre, Harbour City, Kowloon Hong Kong on Friday, 30 May 2025 at 10:30 am is set out on pages 17 to 22 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ebrokersystems.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish.
This circular will remain on the "Latest Company Announcements" page of the website of GEM of the Stock Exchange at www.hkgem.com for a minimum period of 7 days from the date of publication and on the website of the Company at www.ebrokersystems.com.
This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.
28 March 2025
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate 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. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, 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
- Issue Mandate 3
- Repurchase Mandate 4
- Re-appointment of Auditor 4
- Re-election of Retiring Directors 5
- Closure of Register of Members 6
- AGM Notice 6
- Form of Proxy 6
- Voting by Poll 6
- Responsibility Statement 7
- Recommendation 7
APPENDIX I - DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION 8
APPENDIX II - EXPLANATORY STATEMENT 12
AGM NOTICE 17
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM Notice"
the notice for convening the Annual General Meeting, which is set out on pages 17 to 22 of this circular
"Annual General Meeting"
the annual general meeting of the Company to be held at Suites 1410-11, 14th Floor, North Tower, World Finance Centre, Harbour City, Kowloon Hong Kong on Friday, 30 May 2025 at 10:30 am, or any adjournment thereof
"Articles of Association"
the articles of association of the Company as amended, supplemented and otherwise modified from time to time
"Audit Committee"
audit committee of the Company
"Board"
the board of Directors
"close associate"
has the meaning ascribed to it under the GEM Listing Rules
"Companies Act"
the Companies Act (as amended) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
"Company"
eBroker Group Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability, with its Shares listed on GEM
"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"
GEM of the Stock Exchange
"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM, as amended, supplemented, or otherwise modified from time to time
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
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DEFINITIONS
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
|---|---|
| “Issue Mandate” | a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or otherwise deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the relevant resolution granting the Issue Mandate |
| “Latest Practicable Date” | 21 March 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular |
| “Listing Date” | 19 February 2019, being the date on which the Shares are listed on GEM |
| “Nomination Committee” | nomination committee of the Company |
| “Repurchase Mandate” | a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the total number of the issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting the Repurchase Mandate |
| “SFO” | the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented and otherwise modified from time to time |
| “Share(s)” | ordinary share(s) of nominal value of HK$0.001 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, as amended from time to time |
| “treasury shares” | has the meaning ascribed to it under the GEM Listing Rules (as applicable) |
| “%” | per cent |
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LETTER FROM THE BOARD
eBROKER GROUP LIMITED
電子交易集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8036)
Executive Directors:
Mr. Chan Lap Tak, Douglas (Chairman)
Mr. Lo Chi Ho (Chief executive officer)
Ms. Chan Catherine
Independent non-executive Directors:
Mr. Chan Chi Kwong, Dickson
Mr. Liu Kin Sing
Mr. Au Yeung Po Fung
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Headquarters and principal place of business in Hong Kong:
Suites 1410-11,
14th Floor, North Tower,
World Finance Centre,
Harbour City,
Kowloon
Hong Kong
28 March 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES;
RE-ELECTION OF RETIRING DIRECTORS;
RE-APPOINTMENT OF AUDITOR
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you the AGM Notice and the following proposals to be put forward at the Annual General Meeting: (a) granting of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; and (b) the re-election of the retiring Directors.
2. ISSUE MANDATE
Pursuant to the resolutions passed by the Shareholders at the annual general meeting held on 13 May 2024, a general mandate was granted to the Directors to allot, issue and deal with Shares. Such mandate will expire at the conclusion of the Annual General
LETTER FROM THE BOARD
Meeting. 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, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with additional Shares not exceeding 20% of the total 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, 1,230,000,000 Shares have been fully issued and paid. Subject to the passing of the ordinary resolution numbered 5(A) set out in the AGM Notice and on the basis that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 246,000,000 Shares.
In addition, subject to a separate approval of the ordinary resolution numbered 5(C) set out in the AGM Notice, the number of Shares purchased by the Company under the ordinary resolution numbered 5(B) set out in the AGM Notice will be added to extend the Issue Mandate as mentioned in the ordinary resolution numbered 5(A) set out in the AGM Notice provided that such additional value shall not exceed 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing the resolution in relation to the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issue Mandate.
3. REPURCHASE MANDATE
Pursuant to the resolutions passed by the Shareholders at the annual general meeting held on 13 May 2024, a general mandate was granted to the Directors to repurchase Shares. Such mandate will expire at the conclusion of the Annual General Meeting. In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to repurchase Shares, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.
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 in relation to the Repurchase Mandate at the Annual General Meeting.
4. RE-APPOINTMENT OF AUDITOR
Gary Cheng CPA Limited has been appointed as the auditor of the Group at the last annual general meeting of the Company held on 13 May 2024. It will be proposed at the Annual General Meeting that Gary Cheng CPA Limited be reappointed as the auditor of the Group for the year ending 31 December 2025.
LETTER FROM THE BOARD
5. RE-ELECTION OF RETIRING DIRECTORS
In accordance with article 84 of the Articles of Association, at each annual general meeting of the Company one-third of the Directors for the time being (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, provided that every Director shall be subject to retirement by rotation at least once every three years. In accordance with article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office 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 annual general meeting of the Company after his appointment. Each of them shall then be eligible for re-election.
In reviewing the structure of the Board, the Nomination Committee and the Board will consider the Board diversity from a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All Board appointments will be based on meritocracy, and candidates will be considered against objective criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.
Taking into account the nomination policy and board diversity policy of the Company, the Nomination Committee and the Board consider that Mr. Chan Chi Kwong Dickson possesses the relevant experience necessary for serving as an independent non-executive Director. In addition, the Board also considered that Mr. Chan Chi Kwong Dickson's cultural background, educational background, and work experience can bring further contributions to the Board's diversity. As such, the Nomination Committee proposed the re-appointment of Mr. Chan Chi Kwong Dickson to the Board for it to recommend to the Shareholders for re-election at the Annual General Meeting.
The Board believes the proposed re-election of Mr. Chan Chi Kwong Dickson as independent non-executive Director is in the best interests of the Company and its Shareholders.
The Nomination committee has assessed and reviewed the annual written confirmation of independence from Mr. Chan Chi Kwong Dickson based on the independence criteria as set out in Rule 5.09 to the GEM Listing Rules and confirmed that from Mr. Chan Chi Kwong Dickson remains independent.
Accordingly, Ms. Chan Catherine and Mr. Chan Chi Kwong Dickson shall retire from office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election at the Annual General Meeting.
Biographical details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.
LETTER FROM THE BOARD
6. CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining Shareholders’ entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from 27 May 2025 to 30 May 2025 (both dates inclusive) during which period no transfer of Shares will be registered. In order to qualify for attending at the Annual General 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 26 May 2025.
7. AGM NOTICE
Set out on pages 17 to 22 of this circular is the AGM Notice at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the granting of the Issue Mandate and the Repurchase Mandate, the re-appointment of auditors of the Company and the re-election of the retiring Directors.
8. FORM OF PROXY
A form of proxy is enclosed with this circular for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ebrokersystems.com). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.
9. VOTING BY POLL
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, there is no Shareholder who has any material interest in the proposed resolutions to be considered at the Annual General Meeting, 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 of Association, any resolution put to the vote of the Shareholders at a general meeting shall be taken by poll except where the chairman of the Annual General Meeting, 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 AGM Notice will be taken by way of poll. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
LETTER FROM THE BOARD
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.
11. RECOMMENDATION
The Directors consider that the proposed resolutions for the granting of the Issue Mandate and the Repurchase Mandate, the proposed re-appointment of auditor and the re-election of the retiring Directors 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 Annual General Meeting.
Yours faithfully
By order of the Board
eBroker Group Limited
Chan Lap Tak, Douglas
Chairman
APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting.
As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in Shares within the meaning of Part XV of the SFO.
Save as disclosed herein, none of the following Directors held any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company.
Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.
EXECUTIVE DIRECTOR
Ms. CHAN Catherine (陳嘉恩), aged 32, is the executive Director and AI Evangelist of the Company and is responsible for exploring innovative and new business opportunities in the Group. Ms. Chan has joined the Group since October 2020.
Ms. Chan has been interests in entrepreneurship. She worked as a community builder in Invotech Limited from January 2017 to November 2019, a non-profit do-tank which aims to promote positive changes in Hong Kong through innovation and technology. In this role, Ms. Chan was responsible for maintaining a platform for collaborating start-ups and SMEs. She is also a Charter Member since September 2021 and Honorary Company Secretary since September 2023 of Orion Astropreneur Space Academy (Hong Kong) Ltd. Furthermore, Ms. Chan volunteers at various charities and non-profit organisations, and has served on the board of Tong Sam Charity Association since January 2023 and was recognized as Leo of the Year by Lions Club International in 2022-2023. Ms. Chan holds a Bachelor's Degree from Purdue University in the United States.
Ms. Chan has entered into a service agreement with the Company for a term of three years, and her appointment will continue thereafter unless and until terminated by either party giving not less than three months' notice in writing in accordance with her service agreement. She is entitled to receive a remuneration of HK$360,000 per annum. She is also entitled to receive a discretionary bonus as may be prescribed by the Company in accordance with the service agreement. The emolument of Ms. Chan is determined by the Board with reference to her background, qualifications, experience, level of responsibilities undertaken with the Company and the prevailing market conditions. As a Director, Ms. Chan's appointment is subject to re-election at annual general meetings and retirement by rotation in accordance with the articles of association of the Company.
APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, Ms. Chan 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 preceding her appointment nor has she held any other major appointments and qualifications.
Ms. Chan is the daughter of Mr. Chan Lap Tak, Douglas, an executive Director of the Company.
Save as disclosed above, Ms. Chan does not have relationships with any Directors, senior management, substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Ms. Chan also has personal interest in 2,240,000 Shares of the Company.
Save as disclosed above, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. CHAN Chi Kwong Dickson (陳智光), aged 52, was appointed as the independent non-executive Director on 19 June 2018. He is a member of the audit committee and nomination committee.
Mr. Chan has over 30 years of experience in accounting in Hong Kong. Between September 1989 and March 1991, he worked as an accounts clerk at L&D Investment Ltd. He was later employed by Yip, Leung & Chan, Certified Public Accountants, as an audit clerk from April 1991 to June 1992. Afterwards, he was an audit semi-senior of Chan, Wong, Chung & Co. and Philip P.L. Choi & Co., both of which are Certified Public Accountants, for the period from June 1992 to August 1993 and from January 1994 to April 1996, respectively. Further, Mr. Chan worked for H.M. Tsang & Mak and RSM Nelson Wheeler (following the merger of Lai & Fan, Sothertons and Nelson Wheeler on 1 January 1999), both of which are Certified Public Accountants, as an audit senior for the period from April 1996 to January 1997 and from January 1997 to October 2003, respectively.
Subsequently, Mr. Chan acted as a practising accountant of Dickson C.K. Chan, Certified Public Accountants for the period from January 2004 to December 2006, where he was a sole proprietor involved in providing assurance and tax services. He later founded and was a partner of FC Partners CPA Limited, from January 2007 to May 2014. Afterwards, Mr. Chan co-founded CF Partners Limited, Certified Public Accountants, in November 2009 and is now a partner therein. The Hong Kong Institute of Certified Public Accountants has taken regulatory action against Mr. Chan and CF Partners Limited, an accounting firm where Mr. Chan acts as a partner, for their failure or neglect to observe, maintain or otherwise apply the Accountant's Report Rules (Cap. 159A) and the HKICPA's Practice Note 840 (Revised) Reporting on Solicitors' Accounts under the Solicitors' Accounts Rules and the Accountant's Report Rules in relation to the issuance of an accountant's report for a solicitor's firm by them. The HKICPA found that, in conducting the reporting engagement, CF Partners and Mr. Chan did not perform adequate procedures to identify (i) overdrawing of client money from client bank accounts by the solicitor's firm; and (ii) drawing of money from client bank
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
accounts by the solicitor's firm for disbursements not yet expended. Furthermore, they did not adequately perform checks to identify an overpayment into the client bank accounts by the solicitor's firm. The HKICPA concluded that CF Partners and Mr. Chan failed or neglected to observe, maintain or otherwise apply the fundamental principle of professional competence and due care in sections 110.1 A1(c) and R113.1 under Chapter A of the Code of Ethics for Professional Accountants. Accordingly, CF Partners and Mr. Chan were ordered to jointly pay an administrative penalty of HK$15,000 and costs of the HKICPA of HK$15,000. Details of the above were disclosed in the press release published by the HKICPA dated 11 June 2021.
Mr. Chan has also been a director and partner of JH CPA Alliance Limited, Certified Public Accountants, since January 2010, where he is responsible for providing assurance and tax advisory services. The Hong Kong Institute of Certified Public Accountants has settled regulatory proceedings concerning alleged non-compliance of its professional standards involving Mr. Chan. This case concerned an audit of the consolidated financial statements of a Hong Kong listed company and its subsidiaries for the year ended 31 December 2016 carried out by JH CPA Alliance Limited, which Mr. Chan was the engagement director. The HKICPA found that, in conducting the audit engagement, the audit team failed to obtain sufficient audit evidence, and prepare adequate documentation, on a number of material financial statements items pertaining to the subject company's acquisition of a business. The HKICPA concluded that Mr. Chan failed or neglected to observe, maintain or otherwise apply Hong Kong Standard on Auditing ("HKSA") 230 Audit Documentation, HKSA 500 Audit Evidence and HKSA 540 Auditing Accounting Estimates, Including Fair Value Accounting Estimates, and Related Disclosures. The HKICA reached a settlement with Mr. Chan on the agreed basis that he (i) acknowledges the facts of the case and areas of non-compliance with professional standards; (ii) is reprimanded; and (iii) pays a financial penalty of HK$75,000 and costs of the HKICPA of HK$63,000. The HKICPA considered a settlement on the agreed basis to be in the public interest and was satisfied that there is no purpose to be served in pursuing disciplinary proceedings against Mr. Chan. Details of the above were disclosed in the press release published by the HKICPA dated 3 November 2021.
Mr. Chan also founded Infinity Assurance Limited, Certified Public Accountants, in June 2014.
Between December 2011 and April 2013, Mr. Chan was an independent non-executive director of Megalogic Technology Holdings Limited (currently known as New Western Group Limited) (stock code: 8242), the shares of which are listed on GEM and is principally engaged in the integrated circuit business, property management and money lending business. From October 2016 to September 2018, Mr. Chan was the company secretary of Coastal Corporation Limited. Since July 2018, Mr. Chan has been the chief financial officer of iCentury Holdings Limited (stock code: 8507), the shares of which are listed on GEM and is an apparel supply chain management services provider. Mr. Chan was an independent nonexecutive director of Sanbase Corporation Limited (stock code: 8501) from January 2020 to November 2021.
Mr. Chan has been registered as a certified public accountant of the Hong Kong Institute of Certified Public Accountants (formerly known as the Hong Kong Society of Accountants) since January 2004 and has been a member since March 2001. In December
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
2008, he became a fellow of the Hong Kong Institute of Certified Public Accountants. He has been a member of The Association of Chartered Certified Accountants since November 2000 and was admitted as a fellow in November 2005. In November 2004, Mr. Chan obtained a master degree of Corporate Finance from The Hong Kong Polytechnic University and a degree in Bachelor of Laws from City University of Hong Kong in October 2014.
Mr. Chan was a director of the following company which was dissolved with details as follows:
| Name of company | Place of incorporation | Nature of business | Date of dissolution | Means of dissolution |
|---|---|---|---|---|
| FC Partners Accounting Limited (博智會計事務所有限公司) | Hong Kong | Accounting | 30 May 2014 | Deregistration |
Mr. Chan confirms that there is no wrongful act on his part leading to the above dissolution of the company and he is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolution of the company.
Mr. Chan has entered into a letter of appointment with the Company for a term of three years commencing from 19 February 2022, which is renewable automatically for successive terms of three years upon expiry of the then current term of his appointment, until terminated by either party by giving not less than three months' notice in writing to the other, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Chan is entitled to receive an annual remuneration of HK$180,000 for acting as an independent non-executive Director. The remuneration of Mr. Chan has been determined on the basis of his performance, responsibilities, commitment and tenure.
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APPENDIX II
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement, as required by Rule 13.08 and other relevant provisions of the GEM Listing Rules, to provide all the information reasonably necessary to enable Shareholders to make an informed decision on whether to approve the Repurchase Mandate.
GEM LISTING RULES
The GEM Listing Rules permit companies with a primary listing on GEM to repurchase their Shares on the Stock Exchange subject to certain restrictions.
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 1,230,000,000 Shares of nominal value of HK$0.001 each which have been fully paid and the Company did not have any treasury shares. Subject to the passing of the resolution in relation to the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 123,000,000 Shares which represent 10% of the total number of issued Shares (excluding treasury shares) as at the date of the Annual General Meeting during the period in which the Repurchase Mandate remains in force.
REASONS FOR REPURCHASE
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 Company's net asset value and/or its earnings per Share.
When exercising the Repurchase Mandate, the Company may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchases, cancel the Shares repurchased following settlement of any such repurchase or hold them as treasury shares. Shares repurchased for cancellation may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Memorandum and Articles of Association, and the laws of the Cayman Islands. Share repurchases will only be made when the Board believes that such a repurchase will benefit the Company and the Shareholders as a whole.
APPENDIX II
EXPLANATORY STATEMENT
For treasury shares (if any) deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those shares were registered in the Company's own name as treasury shares, which may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasures deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will 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.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole.
FUNDING OF REPURCHASE
Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the GEM Listing Rules, the memorandum of association of the Company, the Articles of Association, the Companies Act and other applicable laws 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 proceeds of a new issuance of Shares made for the purpose of the repurchase or out of the Company's share premium account or, if authorised by the Articles of Association and subject to the Companies Act, out of capital.
The Directors believe that if the Repurchase Mandate is exercised in full, it may have a material adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the latest published audited consolidated financial statements of the Company for the year ended 31 December 2024. The Directors do not intend 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.
APPENDIX II
EXPLANATORY STATEMENT
SHARE PRICES
The highest and lowest prices at which the Shares had been traded on GEM during each of the twelve months preceding the Latest Practicable Date were as follows:
| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2024 | | |
| March | 0.080 | 0.079 |
| April | 0.087 | 0.076 |
| May | 0.081 | 0.062 |
| June | 0.072 | 0.060 |
| July | 0.068 | 0.059 |
| August | 0.062 | 0.045 |
| September | 0.055 | 0.050 |
| October | 0.074 | 0.051 |
| November | 0.052 | 0.045 |
| December | 0.051 | 0.040 |
| 2023 | | |
| January | 0.048 | 0.038 |
| February | 0.050 | 0.044 |
| March (up to Latest Practicable Date) | 0.048 | 0.048 |
INTENTION TO SELL SHARES AND UNDERTAKING
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates, have any present intention if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.
No core connected person (as defined in the GEM Listing Rules) has notified the Company that he or she or it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.
Neither this explanatory statement nor the proposed Repurchase Mandate has any unusual features.
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
APPENDIX II
EXPLANATORY STATEMENT
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 Rule 26 and Rule 32 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge of the Company, the following Shareholders were interested in more than 10% of the Shares then in issue. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the total interests of such Shareholders in the Shares would be increased to approximately the percentages set out in the last column as follows (assuming there is no other change in the issued share capital of the Company):
| Name of Shareholders | Number of Shares interested | Approximate % of issued share capital as at the Latest Practicable Date | Approximate % of issued share capital as at the Latest Practicable Date if the Repurchase Mandate is exercised in full |
|---|---|---|---|
| Quantsmile (BVI) Limited (Note 1) | 411,902,870 | 33.49% | 37.21% |
| Eagle Business Consulting Limited (Note 2) | 706,816,910 | 57.46% | 63.84% |
| Good Steward Foundation Limited (Note 3) | 706,816,910 | 57.46% | 63.84% |
| Financial Data Technologies Limited (Note 4) | 122,980,000 | 9.99% | 11.10% |
| Mr. Nie Lehui (Note 4) | 122,980,000 | 9.99% | 11.10% |
| Bank of Communications Trustee Limited (Note 5) | 82,905,000 | 6.74% | 7.49% |
Notes:
1. Quantsmile (BVI) Limited ("Quantsmile (BVI)") is an investment holding company incorporated in the BVI and is held as to approximately 50.85% by Eagle Business Consulting, 23.73% by Supergrand Corporation and 25.42% jointly by Mr. Chan Lap Tak, Douglas ("Mr. Douglas Chan") (executive Director) and Ms. Cheung Mee Kuen Amy (the spouse of Mr. Douglas Chan). By virtue of the SFO, Eagle Business Consulting Limited ("Eagle Business Consulting") is deemed to be interested in the Shares held by Quantsmile (BVI) in the Company.
2. Eagle Business Consulting is an investment holding company incorporated in Hong Kong and is held as to approximately 95.24% by Good Steward Foundation, and 4.76% by Ms. Cheung Mee Kuen Amy (the spouse of Mr. Douglas Chan). By virtue of the SFO, Good Steward Foundation Limited ("Good Steward Foundation") is deemed to be interested in the Shares held by Quantsmile (BVI), which holds approximately 33.49% interests in the Company. Eagle Business Consulting also directly holds approximately 18.10% interest in the Company. By virtue of the SFO, Good Steward Foundation is deemed to be interested in the Shares held by Eagle Business Consulting in the Company.
APPENDIX II
EXPLANATORY STATEMENT
-
Good Steward Foundation is a charitable company incorporated in Hong Kong and holds approximately 95.24% interest in Eagle Business Consulting, which holds approximately 50.85% in Quantsmile (BVI), which in turn holds approximately 33.49% interests in the Company. By virtue of the SFO, Good Steward Foundation is deemed to be interested in the Shares held by Eagle Business Consulting.
-
Financial Data Technologies Limited is beneficially wholly owned by Mr. Nie Lehui.
-
Bank of Communication Trustee Limited is the trustee appointed by the Company in relation to the share award scheme adopted by the Company on 12 August 2019.
In the event that the Repurchase Mandate is exercised in full and assuming that there is no other change in the issued share capital of the Company between the Latest Practicable Date and the date of repurchase, the shareholdings of these Shareholders in the Company would be increased to approximately the respective percentages as shown in the last column of the table above. Such increases will give rise to an obligation for Quantsmile (BVI) to make a mandatory offer for all the issued Shares under Rule 26 and Rule 32 of the Takeovers Code. As at the Latest Practicable Date, the Directors have no present intention to exercise the Repurchase Mandate to such an extent which would result in takeovers obligation under the Takeovers Code.
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 would be in public hands. The Directors have no intention to exercise the Repurchase Mandate to such extent that would result in the number of the Shares held by the public falling below the prescribed minimum percentage required by the Stock Exchange.
SHARE REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company during the six months preceding the Latest Practicable Date (whether on the GEM or otherwise).
AGM NOTICE
eBROKER GROUP LIMITED
電子交易集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8036)
NOTICE OF ANNUAL GENERAL MEETING
AND
CLOSURE OF REGISTER OF MEMBERS
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Annual General Meeting”) of eBroker Group Limited (the “Company”) will be held at Suites 1410-11, 14th Floor, North Tower, World Finance Centre, Harbour City, Kowloon Hong Kong on Friday, 30 May 2025 at 10:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2024 and the reports of the directors and the auditors thereon;
- (A) To re-elect Ms. Catherine Chan, as an executive director of the Company; and
(B) To re-elect Mr. Chan Chi Kwong Dickson as an independent non-executive director of the Company; - To authorise the board of directors of the Company to fix the remuneration of the respective directors;
- To re-appoint Gary Cheng CPA Limited as the auditor of the Company and that the board of directors of the Company be and is hereby authorise to fix their remuneration;
- To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:
(A) “That:
(i) subject to paragraph (iii) below, pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of the Hong Kong Limited (the “Stock Exchange”), a general mandate be and is hereby generally and unconditionally given to the directors of the Company (the “Director(s)”) during the Relevant Period (as defined hereinafter) 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
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AGM NOTICE
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);
(ii) the mandate 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 powers after the end of the Relevant Period;
(iii) the aggregate number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (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:
(a) any Rights Issue (as defined hereinafter);
(b) 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 of the Company;
(c) any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or
(d) any issue of shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company,
shall not exceed the aggregate of:
(1) 20% of the total number of issued shares of the Company as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be allotted and issued under the mandate in paragraph (i) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation and subdivision shall be the same; and
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AGM NOTICE
(2) (if the Directors are so authorised by resolution numbered 5(C)) the aggregate number of shares of the Company repurchased by the Company subsequent to the passing of resolution numbered 5(B) (up to a maximum equivalent to 10% of the total number of issued shares of the Company as at the date of passing resolution numbered 5(B)),
and the mandate shall be limited accordingly; and
(iv) for the purpose of this resolution:
(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(3) the passing of an ordinary resolution by the shareholders of the Company 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 holders of shares of the Company 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, any recognised regulatory body or any stock exchange applicable to the Company).
(B) “That:
(i) subject to paragraph (ii) of this resolution, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined hereinafter) all the powers of the Company to repurchase shares of the Company on 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
AGM NOTICE
Futures Commission of Hong Kong and the Stock Exchange and, subject to and in accordance with all applicable laws, rules and regulations;
(ii) the aggregate number of shares to be repurchased pursuant to the mandate in paragraph (i) of this resolution shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (i) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation and subdivision shall be the same, and the mandate shall be limited accordingly; and
(iii) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."
(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/or 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 to the number of the issued shares of the Company which may be allotted and issued or agreed conditional or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the number of shares of the Company repurchased by the Company under the mandate granted pursuant to the resolution numbered 5(B) set out in this notice, provided that such extended amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of the said resolution."
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AGM NOTICE
Closure of register of members
The register of members of the Company will be closed from Tuesday, 27 May 2025 to Friday, 30 May 2025, both dates inclusive, in order to determine the eligibility of shareholders to attend and vote at the Annual General Meeting, during which period no share transfer will be registered. To be eligible to attend and vote at the Annual General 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 Monday, 26 May 2025.
By order of the Board
eBroker Group Limited
Chan Lap Tak, Douglas
Chairman
Hong Kong, 28 March 2025
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Headquarters and principal place of business in Hong Kong:
Suites 1410-11,
14th Floor, North Tower, World Finance Centre,
Harbour City, Kowloon
Hong Kong
Notes:
(i) All resolutions at the Annual General Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the GEM Listing Rules. For the avoidance of doubt, holders of treasury shares (if any) have no right to vote at the Company's general meeting(s).
(ii) A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one proxy or if he/she/it holds two or more shares, more than one proxy to attend, speak and vote in his/her/it stead. A proxy does not need to be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.
(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 Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof 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.
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AGM NOTICE
(iv) Delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Annual General Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
(v) With reference to resolution numbered 2 above, details of the above retiring Directors are set out in Appendix I to the circular of the Company dated 28 March 2025.
(vi) In respect of the resolutions numbered 5(A), 5(B) and 5(C) above, the Directors wish to state that they have no immediate plan to issue any new securities or repurchase any shares pursuant to the relevant mandate.
(vii) In respect of resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the best interests of the Company and the shareholders of the Company as a whole. The explanatory statement containing all information reasonably necessary to enable the shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the repurchase mandate, as required by the GEM Listing Rules, is set out in Appendix II to the circular of the Company dated 28 March 2025.
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