AI assistant
Elife Holdings Limited Proxy Solicitation & Information Statement 2025
49047_rns_2025-04-02_882659b1-7807-422b-bde2-3505b829a85d.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Elife Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
This circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for securities.
易生活控股有限公司
Elife Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 223)
(1) PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES
(2) AUTHORISING THE BOARD TO FIX THE DIRECTORS' REMUNERATION;
(3) SHAREHOLDER'S REQUISITION FOR THE PROPOSED REMOVAL OF DIRECTORS; AND
(4) NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening the extraordinary general meeting (the "EGM") of Elife Holdings Limited to be held at Unit 806, Level 8, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong, on Friday, 25 April 2025 at 11:00 a.m. is set out on pages 15 to 18 of this circular.
A form of proxy for use at the EGM is enclosed with this circular and is also published on the website of The Stock Exchange of Hong Kong Limited. Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable to the Company's share registrar in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company and in any event no later than 48 hours before the time appointed for holding the EGM or any adjourned meeting. Completion and delivery of a form of proxy will not preclude you from attending and voting at the relevant EGM or any adjourned meeting thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked. For the avoidance of doubt, holders of any Treasury Shares shall abstain from voting at general meetings in respect of any Treasury Shares held by them, if any.
2 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 4
General Mandate to Repurchase Shares 5
General Mandate to Issue Shares and Extension of the General Mandate 5
Authorising the Board to fix the Directors' Remuneration 6
Shareholder's Requisition for the Proposed Removal of Directors 6
Recommendations 9
EGM 9
Responsibility Statement 10
General Information 10
Appendix I – Explanatory Statement on the Repurchase Mandate 11
Notice of EGM 15
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“2023 AGM” the annual general meeting of the Company held on 29 September 2023;
“2024 AGM” the annual general meeting of the Company held on 30 September 2024;
“2024 EGM” the extraordinary general meeting of the Company held on 29 April 2024;
“Articles of Association” or “Articles” the existing amended and restated articles of association of the Company, as amended, supplemented or otherwise modified from time to time;
“Board” the board of Directors;
“CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited;
“Company” Elife Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and its Shares are listed on the Main Board of the Stock Exchange (stock code: 223);
“connected person(s)” has the meaning as defined in the Listing Rules;
“core connected person(s)” has the meaning as defined in the Listing Rules;
“Director(s)” the director(s) of the Company;
“EGM” the extraordinary general meeting of the Company to be held at Unit 806, Level 8, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong, on Friday, 25 April 2025 at 11:00 a.m. or any adjournment thereof, to consider and, if thought fit, approve, among other things, the granting of the Issue Mandate (and the extension thereof) and the Repurchase Mandate to the Directors and authorising the Board to fix the Director’s remuneration;
“EGM Notice” the notice of the EGM which is set out on pages 15 to 18 of this circular;
“Group” the Company and its subsidiaries;
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong;
DEFINITIONS
"HKSCC"
Hong Kong Securities Clearing Company Limited;
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC;
"Issue Mandate"
a general mandate proposed to be granted to the Directors to allot, issue and otherwise deal with additional Shares up to 20% of the total number of issued Shares as at the date of the EGM, as described in the ordinary resolution no. 1(a) in the EGM Notice;
"Latest Practicable Date"
31 March 2025, being the latest practicable date prior to the publication of this circular for ascertaining certain information contained herein;
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time;
"PRC" or "China"
the People’s Republic of China;
"Remuneration Committee"
the remuneration committee of the Board;
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors to empower the Directors to exercise the powers of the Company to repurchase the Shares up to 10% of the total number of issued Shares as at the date of the EGM, as described in the ordinary resolution no. 1(b) in the EGM Notice;
"Requisitionist"
China Innovation Investment Limited;
"Requisition Notice"
a letter to the Company dated 13 March 2025 and deposited at the principal place of business in Hong Kong of the Company on 13 March 2025 from the Requisitionist in respect of the Requisition Resolutions
"Requisition Resolutions"
has the meaning as defined in the section headed "Shareholder’s Requisition for the Proposed Removal of Directors" in this circular
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
"Share(s)"
ordinary shares of HK$0.1 each in the share capital of the Company;
"Shareholder(s)"
the holder(s) of the Shares;
"Shareholder’s Requisition"
the requisition contained in the Requisition Notice relating to the Requisition Resolutions
2
DEFINITIONS
"Stock Exchange"
The Stock Exchange of Hong Kong Limited;
"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time;
"Treasury Share(s)"
has the meaning as defined in the Listing Rules; and
"%"
per cent.
This circular has been published in English and Chinese. In the event of any inconsistency, the English text of this circular shall prevail over its Chinese text.
3
LETTER FROM THE BOARD
易生活控股有限公司
Elife Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 223)
Executive Directors:
Mr. Zhao Zhenzhong
(Vice-Chairman and Acting Chairman of the Board)
Ms. Qin Jiali
Mr. Guo Wei
Ms. Tan Xin
Mr. Zhang Zhilin
Independent non-executive Directors:
Mr. Lin Qiu Cheng
Mr. Wang Anxin
Mr. Wu Kwok Choi, Chris
Registered office:
Cricket Square Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principal place of business
in Hong Kong:
6/F, The Annex, Central Plaza
18 Harbour Road, Hong Kong
2 April 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO
REPURCHASE SHARES AND ISSUE SHARES
(2) AUTHORISING THE BOARD TO FIX THE DIRECTORS' REMUNERATION;
(3) SHAREHOLDER'S REQUISITION
FOR THE PROPOSED REMOVAL OF DIRECTORS; AND
(4) NOTICE OF EXTRAORDINARY GENERAL MEETING
- INTRODUCTION
The purpose of this circular is to provide the Shareholders with information reasonably necessary to enable the Shareholders to consider, and if thought fit, approve, among other things, the following resolutions to be proposed at the EGM:
(1) the granting of the Repurchase Mandate to the Directors for the repurchase of the Shares by the Company;
(2) the granting of the Issue Mandate to the Directors to allot, issue and otherwise deal with additional Shares (including any sale or transfer of treasury shares out of treasury);
(3) the granting of an extension to the Issue Mandate to include the Shares repurchased under the Repurchase Mandate, if any; and
(4) authorising the Board to fix the Directors' remuneration.
LETTER FROM THE BOARD
Further, reference is made to the announcement of the Company dated 24 March 2025 in relation to the Shareholder's Requisition. The EGM will be held to consider the resolutions proposed pursuant to the Shareholder's Resolution.
The purpose of this circular is to also provide you with the relevant information regarding the background of the Shareholder's Requisition and the Requisition Resolutions (as defined below) to be proposed at the EGM raised by the Requisitionist.
Shareholders are advised to read this circular thoroughly and carefully before deciding how to vote on the Requisition Resolutions.
GENERAL MANDATE TO REPURCHASE SHARES
Pursuant to the ordinary resolution passed by the Shareholders at the 2023 AGM, a general mandate was granted to the Directors to exercise the powers of the Company to repurchase the Shares. Such mandate had lapsed at the conclusion of the 2024 AGM. Therefore, an ordinary resolution will be proposed at the EGM for the Shareholders to consider and, if thought fit, grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase the Shares up to a maximum of 10% of the total number of issued Shares as at the date of passing of such resolution (excluding Treasury Shares, if any). Details of the Repurchase Mandate are set out in ordinary resolution no. 1(b) in the EGM Notice.
As at the Latest Practicable Date, the Company had 1,356,171,754 issued Shares. Assuming that there is no change in the number of issued Shares during the period between the Latest Practicable Date and the date of passing of the resolution approving the Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate as at the date of passing of the resolution approving the Repurchase Mandate will be 135,617,175 Shares.
An explanatory statement, as required under the Listing Rules to provide the requisite information in connection with the Repurchase Mandate, is set out in Appendix I to this circular. The Repurchase Mandate will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable law(s); or (iii) the date on which the authority given under the ordinary resolution approving the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.
GENERAL MANDATE TO ISSUE SHARES AND EXTENSION OF THE GENERAL MANDATE
Pursuant to the ordinary resolution passed by the Shareholders at the 2024 EGM, a refreshed general mandate was granted to the Directors to allot, issue and deal with up to 226,034,250 Shares, being 20% of the total number of issued Shares as at the date of the 2024 EGM. Such mandate had lapsed at the conclusion of the 2024 AGM. Therefore, two ordinary resolutions will be proposed at the EGM for the Shareholders to consider and, if thought fit, grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares up to 20% of the total number of issued Shares as at the date of passing of such resolution at the EGM (excluding Treasury Shares, if any), and an extension of the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate. Details of the Issue Mandate and its extension are set out in ordinary resolution nos. 1(a) and 1(c), respectively, in the EGM Notice.
LETTER FROM THE BOARD
As at the Latest Practicable Date, the Company had 1,356,171,754 issued Shares. Assuming that there is no change in the number of issued Shares during the period between the Latest Practicable Date and the date of passing of the resolution approving the Issue Mandate, the maximum number of Shares which may be allotted and issued pursuant to the Issue Mandate as at the date of passing of the resolution approving the Issue Mandate will be 271,234,350 Shares. As at the Latest Practicable Date, the Company had no concrete plan for immediate utilization of the Issue Mandate. However, based on the working capital requirements and the funding needs of the Group, the Company will from time to time consider various fund-raising options including but not limited to share issues and cannot rule out the possibility that the Company will conduct equity fund-raising exercises once suitable fund-raising opportunities arise. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.
The Issue Mandate and its extension will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable law(s); or (iii) the date on which the authority given under the ordinary resolution approving the Issue Mandate and its extension is revoked or varied by an ordinary resolution of the Shareholders.
AUTHORISING THE BOARD TO FIX THE DIRECTORS' REMUNERATION
According to the Articles of Association, the ordinary remuneration of the Directors shall from time to time be determined by the Company in general meeting and shall, unless otherwise directed by the resolution by which it is voted, be divided amongst the Board in such proportions and in such manner as the Board may agree. The ordinary resolution to authorise the Board to fix the Directors' remuneration was not passed at the 2024 AGM and therefore the Board currently does not have authority to fix the Directors' remuneration. As such, an ordinary resolution will also be proposed to the Shareholders at the EGM to consider, and if thought fit, grant the Board authority to fix the Directors' remuneration pursuant to the Articles of Association.
SHAREHOLDER'S REQUISITION FOR THE PROPOSED REMOVAL OF DIRECTORS
On 13 March 2025, the Board received the Shareholder's Requisition from the Requisitionist requesting the Board to convene the EGM for considering and, if thought fit, passing the following resolutions (the "Requisition Resolutions") as ordinary resolutions:
- That Ms. Qin Jiali ("Ms. Qin") be removed as a Director with immediate effect ("Requisition Resolution 1");
- That Mr. Zhao Zhenzhong ("Mr. Zhao") be removed as a Director with immediate effect ("Requisition Resolution 2"); and
- That Mr. Guo Wei ("Mr. Guo") be removed as a Director with immediate effect ("Requisition Resolution 3").
LETTER FROM THE BOARD
INFORMATION ON THE REQUISITIONIST
The Requisitionist held an aggregate of 226,000,000 Shares, representing approximately 16.66% of the entire issued share capital of the Company, based on the register of members of the Company as at 13 March 2025, being the date of the notice of the Shareholder's Requisition.
RELEVANT PROVISIONS UNDER THE ARTICLES OF ASSOCIATION
Pursuant to article 58 of the Articles of Association, the Board may whenever it thinks fit call extraordinary general meetings. Any one or more member(s) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company, on a one vote per Share basis, shall at all times have the right, by written requisition to the Board or the secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself/themselves may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
REASONS FOR THE PROPOSED REQUISITION RESOLUTIONS
Regarding Requisition Resolution 1 and Requisition Resolution 2, the Requisitionist alleges that Ms. Qin and Mr. Zhao had entered into unauthorised or unusual transactions with certain companies established in China and had failed to provide sufficient written documentary evidence to support the revenue generated by these operating subsidiaries of the Company during the six months ended 30 September 2024 and as such Ms. Qin and Mr. Zhao were then suspended from their duties as a Director pending the results of the investigation by the independent investigation committee of the Company (the "Independent Investigation Committee") according to the announcement of the Company dated 29 November 2024. As stated in the announcement of the Company dated 16 January 2025, the Company received the resumption guidance from the Stock Exchange for the resumption of trading in its Shares, inter alia, to (i) conduct an independent forensic investigation into the issues about certain operating subsidiaries of the Company during the six months ended 30 September 2024, assess the impact on the Company's business operation and financial position, announce findings and take appropriate remedial actions; and (ii) demonstrate that there is no reasonable regulatory concern about the integrity, competence and/or character of the Group's management and/or any person with substantial influence over the Company's management and operations, which may pose a risk to investors and damage market confidence. Given that the Company has not yet published its interim results for the six months ended 30 September 2024 and had not announced the findings of the independent investigation including a conclusion on the integrity, competence and/or character of Ms. Qin and Mr. Zhao, the Requisitionist alleges that the above leads to serious doubts as to whether Ms. Qin and Mr. Zhao have the requisite integrity, competence and character to continue to act as a Director.
LETTER FROM THE BOARD
Regarding Requisition Resolution 3, according to the Company's announcement dated 21 February 2025, pursuant to an Order by the High Court of Hong Kong dated 21 February 2025, the then Directors (including Mr. Guo) were found to have been in breach of their fiduciary duties to the Company by the decisions to (i) postpone the extraordinary general meeting originally scheduled to be held on 24 December 2024 to 6 January 2025; and (ii) postpone sine die such extraordinary general meeting. The Requisitionist alleges that this leads to serious doubts as to whether Mr. Guo has the requisite integrity, competence and character to continue to act as a Director. Further, according to the announcement of the Company dated 5 March 2025, Mr. Guo was suspended from his duties and powers as a Director due to (i) his neglect to carry out duties as a director to accept full responsibility for the accuracy of information contained in the response document dated 7 February 2025 pursuant to Rule 9.3 of the Takeovers Code; and (ii) his failure to be on contact with the then management of the Company since 21 February 2025 for no apparent reason.
In light of the above, the Requisitionist is of the opinion that Ms. Qin, Mr. Zhao and Mr. Guo do not possess the requisite integrity and character, and are unable to demonstrate a standard of competence that is required for a director of a listed issuer, nor are they able to act in the best interests of the Company and its shareholders as a while given the pending independent investigation and/or their breach of fiduciary duties owing to the Company as held by the High Court of Hong Kong. The Requisitionist alleges that their proposed removals are entirely reasonable and justified in the circumstances.
VIEWS OF MR. ZHAO, MS. QIN AND MR. GUO
Each of Mr. Zhao, Ms. Qin and Mr. Guo denied the allegations of the Requisitionist that his/her integrity, competence and character to continue acting as a Director should be cast into serious doubt. On the contrary, Mr. Zhao, Ms. Qin and Mr. Guo expressed that they had previously served as executive Directors since the second half of 2023, and as a result, has extensive knowledge serving as key executives of the Company as well as familiarity with the Group's business model, operational framework and relationships with key stakeholders of the Group. Especially following the removal of the entire Board since 11 March 2025, Mr. Zhao, Ms. Qin and Mr. Guo considers that their respective positions as Directors is essential to ensure the business and operational continuity and the smooth transition of the Group during this crucial period, and their expertise and demonstrated commitment will position the Group for future development.
In addition, Mr. Guo also confirmed to the Board that he had expressly dissented to the decisions of the then Board to postpone the extraordinary general meeting originally scheduled on 24 December 2024 to a later date and then to postpone sine die such extraordinary general meeting, demonstrating his commitment to upholding Shareholder's rights and proper corporate governance, contrary to the Requisitionist's allegations. As disclosed in the announcement of the Company dated 21 February 2025, Mr. Guo was not ordered by the Court to pay the costs of the action. Mr. Guo had further confirmed that his temporary disengagement with the then Board since 21 February 2025 was due to the then Board's lack of consideration and sidelining of his dissenting views and concerns on various Board matters, including the then Board's decision to postpone the extraordinary general meeting as disclosed above. Similarly, Mr. Zhao and Ms. Qin expressed that their dissenting views and concerns on various Board matters were disregarded by the then Board. Since the reconstitution of the Board on 11 March 2025, Mr. Guo had been in constant engagement with the Board.
LETTER FROM THE BOARD
Due to the recent reconstitution of the Board and the recent change in composition of the Independent Investigation Committee (comprising only the independent non-executive Directors) disclosed in the announcement of the Company dated 13 March 2025 and 24 March 2025, respectively, the Independent Investigation Committee is currently reviewing such allegations and liaising with McMillan Woods (Hong Kong) CPA Limited (the "McMillan") to understand the current progress and preliminary findings of the independent investigation. The independent investigation will be conducted independent of Mr. Zhao and Ms. Qin, who have undertaken to the Board that they will duly cooperate with the investigation and will not interfere nor participate in the deliberation of the independent investigation to ensure due process. The Company will make further announcements as and when appropriate to update the Shareholders and potential investors on the progress of the investigation of the Independent Investigation Committee.
In light of the above, Mr. Zhao, Ms. Qin and Mr. Guo are of the view that they should not be removed as Directors and that their continued appointment as Directors are in the interests of the Company and the Shareholders as a whole.
RECOMMENDATION
The Directors consider that (i) the proposed granting of the Repurchase Mandate; (ii) the proposed granting of the Issue Mandate (and the extension thereto); and (iii) authorising the Board to fix the Directors' remuneration are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of the above resolutions to be proposed at the EGM.
EGM
The notice convening the EGM is set out on pages 15 to 18 of this circular. To the extent that the Directors are aware, having made all reasonable enquiries, none of the Shareholders is required to abstain from voting for the resolutions at the EGM. For the avoidance of doubt, holders of any Treasury Shares shall abstain from voting at general meetings in respect of any Treasury Shares held by them, if any.
9
LETTER FROM THE BOARD
A form of proxy for use at the EGM is enclosed with this circular and is also published on the websites of the Stock Exchange and the Company. Whether or not you intend to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by way of poll. Accordingly, the resolutions to be considered and, if thought fit, approved at the EGM will be voted by way of a poll by the Shareholders.
An announcement will be made by the Company following the conclusion of the EGM to inform Shareholders of the results of the EGM.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular.
By Order of the Board
Elife Holdings Limited
Zhao Zhenzhong
Executive Director
10
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This Appendix I serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the requisite information to you to enable you to make an informed decision as to whether to vote for or against the ordinary resolution to be proposed at the EGM in relation to the proposed granting of the Repurchase Mandate.
PROVISIONS OF THE LISTING RULES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below.
SHARE CAPITAL
As at the Latest Practicable Date, the Company issued 1,356,171,754 Shares. Subject to the passing of the resolution approving the granting of the proposed Repurchase Mandate at the EGM and on the basis that no further Shares are issued or repurchased during the period between the Latest Practicable Date and the date of passing of the resolution approving the Repurchase Mandate at the EGM, the Directors will be authorised to repurchase a maximum of 135,617,175 Shares pursuant to the Repurchase Mandate, representing 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of such resolution.
REASONS FOR THE REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to seek the Repurchase Mandate from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. The timing of such repurchases, the number of Shares to be repurchased, the repurchase price and other terms upon which the Shares are repurchased will be decided by the Directors at the relevant time having regard to the prevailing circumstances.
FUNDING OF REPURCHASE
Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules. The Company may not repurchase the Shares for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
IMPACT OF REPURCHASES
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 consider that if the Repurchase Mandate were to be exercised in full at the current prevailing market value, it might have a material adverse impact on the working capital and the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 March 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up. However, the Directors do not propose to exercise the Repurchase Mandate to repurchase Shares to such an extent as would, in the circumstances, result in a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
UNDERTAKING
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 Listing Rules, the memorandum of association of the Company, the Articles of Association and the applicable laws of the Cayman Islands.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) currently intends to sell the Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he or she or it has a present intention to sell his or her or its Shares to the Company, nor has he or she or it undertaken not to do so, in the event that the Company is authorised to make purchases of the Shares.
Neither this explanatory statement nor the proposed share repurchase has any unusual features.
GENERAL
The amendments to the Listing Rules which came into effect on 11 June 2024 with respect to treasury shares have removed the requirement to cancel repurchased shares and to adopt a framework to govern the resale of treasury shares. In view of the changes to the Listing Rules, if the Company purchases any Shares pursuant to the Repurchase Mandate, the Company will either cancel the repurchased Shares and/or hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares held in treasury will be subject to the terms of the Issue Mandate in ordinary resolution no. 1(a) and in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
For Treasury Shares 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 Treasury Shares 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 relevant dividends or distributions.
SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous 12 months prior to and including the Latest Practicable Date were as follows:
| Month | Share Prices (per Share) | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 0.285 | 0.201 |
| May | 0.28 | 0.179 |
| June | 0.33 | 0.189 |
| July | 0.36 | 0.215 |
| August | 0.248 | 0.178 |
| September | 0.185 | 0.07 |
| October | 0.31 | 0.105 |
| November | 0.165 | 0.097 |
| December | * | * |
| 2025 | ||
| January | * | * |
| February | * | * |
| March | * | * |
| April (up to the Latest Practicable Date) | * | * |
- At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on 2 December 2024 pending the publication of the interim results of the Company for the six months ended 30 September 2024.
The closing price of the Shares on 29 November 2024 was HK$0.109.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
EFFECTS OF TAKEOVERS CODE
If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the interest of the Shareholder(s), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Shareholders who were interested in 5% or more of the total number of issued Shares, according to the register of interests required to be kept by the Company under Section 336 of the SFO, were as follows:
| Name of Shareholder | Number of Shares beneficially held | Shareholding as at the Latest Practicable Date | Shareholding in the event the Repurchase Mandate is exercised in full |
|---|---|---|---|
| China Innovation Investment Limited | 226,000,000 | 16.66% | 18.52% |
As at the Latest Practicable Date, no Shareholder or Director holds 30% or more of the issued Shares, and the Directors are not aware of the consequences of such increases or as a result of repurchase of Shares that would result in any Shareholder or group of Shareholders acting in concert, Director, or other person holding 30% or more of the issued Shares and becoming obliged to make a mandatory offer under the Takeovers Code.
The Directors have no present intention to exercise the Repurchase Mandate to such extent which would otherwise result in takeover obligations or the number of Shares being held by the public falling below the minimum requirement as prescribed by the Stock Exchange, which is currently 25% of the total number of issued Shares.
SHARE REPURCHASES MADE BY THE COMPANY
Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's shares during the six months preceding the Latest Practicable Date.
NOTICE OF EGM
易生活控股有限公司
Elife Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 223)
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of the shareholders of Elife Holdings Limited (the “Company”) will be held at Unit 806, Level 8, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong, on Friday, 25 April 2025 at 11:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- 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 of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Listing Rules, be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
(iii) the total number of shares of the Company to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined), or (b) the exercise of options under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees and Directors and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company, or (c) an issue of shares upon the exercise of the subscription
15
NOTICE OF EGM
rights attaching to any warrants which may be issued by the Company; or (d) an issue of shares of the Company as scrip dividend or similar arrangement in accordance with the memorandum and articles of association of the Company, shall not exceed 20% of the total number of shares of the Company in issue as at the date of the passing of this resolution (excluding Treasury Shares, if any), and the said approval shall be limited accordingly; and
(iv) for the purpose of this resolution: “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.”
“Rights Issue” means an offer of shares of the Company open for a period fixed by the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal restrictions under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong).
(b) “THAT:
(i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase or otherwise acquire shares in the capital of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised by the Stock Exchange and the Hong Kong Securities and Futures Commission (the “SFC”) for this purpose, subject to and in accordance with all applicable rules and regulations of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time and are applicable laws in this regard be and is hereby generally and unconditionally approved;
(ii) the total number of shares of the Company which are authorised to be purchased pursuant to the approval granted in paragraph (i) above shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this resolution (excluding Treasury Shares, if any), and the said approval shall be limited accordingly; and
NOTICE OF EGM
(iii) for the purpose of this resolution: “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.”
(c) “THAT:
conditional upon the passing of the resolutions set out in paragraphs 1(a) and 1(b) of the notice convening the EGM, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution set out in paragraph 1(a) of the notice convening the EGM be and is hereby extended by the addition thereto the total number of issued shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the Directors under the resolution set out in paragraph 1(b) above, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution (excluding Treasury Shares, if any).”
-
To authorise the Board to fix the Directors’ remuneration.
-
That Ms. Qin Jiali be removed as a Director with immediate effect.
-
That Mr. Zhao Zhenzhong be removed as a Director with immediate effect.
-
That Mr. Guo Wei be removed as a Director with immediate effect.
By Order of the Board
Elife Holdings Limited
Zhao Zhenzhong
Executive Director
Hong Kong, 2 April 2025
NOTICE OF EGM
Notes:
(a) Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder of the Company. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited with the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time fixed for holding the EGM or any adjourned meeting thereof.
(b) In the case of joint holders of a share (a “Share”) of the Company, any one of such persons may vote at the meeting either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
(c) The register of members of the Company will be closed from Tuesday, 22 April 2025 to Friday, 25 April 2025 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the EGM, all transfers accompanied by the relevant Share certificates and transfer forms must be lodged with the Company’s share registrar in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 17 April 2025.
As at the date of this notice, the board of Directors comprises of Mr. Zhao Zhenzhong, Mr. Guo Wei, Ms. Qin Jiali, Ms. Tan Xin and Mr. Zhang Zhilin, as the executive Directors and Mr. Lin Qiu Cheng, Mr. Wang Anxin and Mr. Wu Kwok Choi, Chris as the independent non-executive Directors.
18