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FDB Holdings Limited Proxy Solicitation & Information Statement 2025
50197_rns_2025-04-28_ca454737-5082-4ba5-8b3a-eb517750c52c.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in FDB 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 registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
FDB HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1826)
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in the lower portion of the front and inside cover pages have the same respective meanings as those defined in the section headed "Definitions" of this circular.
A notice convening the Annual General Meeting to be held at Rooms 602-603, 6/F., The Sun's Group Centre, 200 Gloucester Road, Wan Chai, Hong Kong on Friday, 30 May 2025 at 11:00 a.m. is set out on pages 19 to 24 of this circular.
A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular for despatch to the Shareholders. Whether or not you intend to attend and/or vote at the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable but in any event not later than 48 hours before the time for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish. For the avoidance of doubt, holders of Treasury Shares (if any) have no voting rights at the Company's general meeting(s).
28 April 2025
CONTENTS
Page
Definitions... 1
Letter from the Board
Introduction. 4
Proposed Grant of General Mandate, Repurchase Mandate and Extension Mandate. 5
Proposed Re-election of Directors. 6
Closure of register of members. 7
Actions to be taken. 7
Voting by Poll. 8
Recommendations. 8
Responsibility statement. 8
Additional Information. 9
Miscellaneous. 9
Appendix I — Explanatory Statement for the Repurchase Mandate. 10
Appendix II — Details of the Directors proposed to be re-elected at the Annual General Meeting. 16
Notice of Annual General Meeting. 19
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be convened and held at Rooms 602–603, 6/F., The Sun’s Group Centre, 200 Gloucester Road, Wan Chai, Hong Kong on Friday, 30 May 2025 at 11:00 a.m. or any adjournment thereof (as the case may be), the notice of which is set out on pages 19 to 24 of this circular
“Articles of Association” the articles of association of the Company as altered from time to time
“associate(s)” or “close associate(s)” has the same meaning ascribed to it under the Listing Rules
“Board” the board of Directors
“Branch Share Registrar” Tricor Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong
“CCASS” the Central Clearing and Settlement System established by Hong Kong Securities Clearing Company Limited
“Companies Act” The Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, modified and supplemented from time to time
“Company” FDB Holdings Limited (豐展控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed and traded on the Stock Exchange
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules
“Director(s)” the director(s) of the Company from time to time
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DEFINITIONS
"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted, issued and dealt with under the General Mandate
"General Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution in relation thereto at the Annual General Meeting
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"
17 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"PRC"
the People's Republic of China
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares, the aggregate number of which shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant resolution at the Annual General Meeting
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
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| DEFINITIONS | |
|---|---|
| “Share(s)” | ordinary share(s) of HK$0.01 each in the share capital of the Company |
| “Shareholder(s)” | holder(s) of Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | The Hong Kong Code on Takeovers and Mergers |
| “Treasury Share(s)” | the Shares repurchased and held by the Company in treasury, as authorised by the Cayman Islands law and the Articles of Association, which, for the purpose of the Listing Rules, include Shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “%” | per cent. |
LETTER FROM THE BOARD
FDB HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1826)
Executive Director:
Mr. Ng Kin Siu (Chairman and chief executive officer)
Independent non-executive Directors:
Mr. Siu Wilson Wai Lum
Ms. Ng Chung Chi
Mr. Wong Chun Wah Kelvin
Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Head office and principal place of business in Hong Kong:
Rooms 602–603, 6/F.
The Sun’s Group Centre
200 Gloucester Road
Wan Chai
Hong Kong
28 April 2025
To the Shareholders,
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The primary purposes of this circular are to provide you with information regarding certain ordinary and special resolutions to be proposed at the Annual General Meeting to enable Shareholders to make an informed decision on whether to vote for or against those resolutions and to give you notice of the Annual General Meeting.
The resolutions to be proposed at the Annual General Meeting, in addition to ordinary business, include (i) the proposed grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; and (ii) the proposed re-election of Directors.
LETTER FROM THE BOARD
PROPOSED GRANT OF GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE
At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to issue, allot and deal with further Shares representing up to 20% of the number of issued Shares excluding Treasury Shares as at the date of passing of the relevant resolution.
At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase issued Shares. The maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the number of issued Shares excluding Treasury Shares as at the date of passing of the relevant resolution subject to the Listing Rules.
The Repurchase Mandate will lapse on the earliest of (i) the conclusion of the next annual general meeting, or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held, or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in the general meeting.
The explanatory statement required by the Listing Rules to be sent to Shareholders in connection with the proposed resolution to grant to the Directors the Repurchase Mandate is set out in Appendix I to this circular. It contains all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution.
Subject to the passing of the ordinary resolution of the Repurchase Mandate and the General Mandate, an ordinary resolution will also be proposed to grant to the Directors the Extension Mandate to authorise the Directors to issue new Shares in an amount not exceeding the aggregate number of the Shares repurchased pursuant to the Repurchase Mandate.
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LETTER FROM THE BOARD
Based on 1,332,000,000 Shares in issue as at the Latest Practicable Date and on the basis that no new Shares will be issued and no Shares will be repurchased by the Company for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting:
(1) subject to the passing of the proposed resolution granting the General Mandate to the Directors, the Company will be allowed under the General Mandate to issue up to a maximum of 266,400,000 Shares, representing 20% of the number of Shares in issue as at the Latest Practicable Date; and
(2) subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 133,200,000 Shares, representing 10% of the number of Shares in issue as at the Latest Practicable Date.
The Directors wish to state that they have no immediate plans to repurchase any Shares or to allot and issue any new Shares, other than Shares which may fall to be allotted and issued upon the exercise of any options granted under the share option scheme of the Company.
PROPOSED RE-ELECTION OF DIRECTORS
As at the Latest Practicable Date, the Board consisted of four Directors, namely:
Executive Director
Mr. Ng Kin Siu (Chairman of the Board)
Independent non-executive Directors
Mr. Siu Wilson Wai Lum
Ms. Ng Chung Chi
Mr. Wong Chun Wah Kelvin
Pursuant to Article 84 of the Articles of Association, at each annual general meeting one-third of the Directors for the time being shall retire from office by rotation and shall be eligible for re-election. Pursuant to Article 83 of the Articles of Association, any Director appointed by the Board either to fill a casual vacancy or as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his/her appointment and be subject to re-election at such meeting. Accordingly, Mr. Siu Wilson Wai Lum, Ms. Ng Chung Chi and Mr. Wong Chun Wah Kelvin will retire from office at the Annual General Meeting. All of them, being eligible, will offer themselves for re-election. Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.
LETTER FROM THE BOARD
The Nomination Committee had reviewed the composition of the Board and recommended Mr. Siu Wilson Wai Lum, Ms. Ng Chung Chi and Mr. Wong Chun Wah Kelvin to the Board for it to recommend to Shareholders for re-election at the Annual General Meeting. The recommendations were made in accordance with the nomination policy and the objective criteria (including but not limited to gender, age, educational background, ethnicity, professional experience, skills and knowledge of the retiring Directors), with due regard for the benefits of diversity, as set out under the board diversity policy of the Company.
The Nomination Committee had also taken into account the respective contributions of the retiring Directors and their commitment to their roles. The Nomination Committee was satisfied with the independence of Mr. Siu Wilson Wai Lum, Ms. Ng Chung Chi and Mr. Wong Chun Wah Kelvin having regard to the independence criteria as set out in Rule 3.13 of the Listing Rules. Mr. Siu Wilson Wai Lum, Ms. Ng Chung Chi and Mr. Wong Chun Wah Kelvin who are proposed to be re-elected as independent non-executive Directors of the Company, confirmed to the Company that they did not, as at the Latest Practicable Date, hold seven or more directorships in any listed companies. The biographical background of the retiring Directors is more particularly set out in Appendix II of this circular.
The Board accepted the Nomination Committee's nominations and recommended Mr. Siu Wilson Wai Lum, Ms. Ng Chung Chi and Mr. Wong Chun Wah Kelvin to stand for re-election by Shareholders at the Annual General Meeting. The Board considers that the re-election of Mr. Siu Wilson Wai Lum, Ms. Ng Chung Chi and Mr. Wong Chun Wah Kelvin as Directors is in the best interest of the Company and Shareholders as a whole.
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 days inclusive) during which period no transfer of Shares may be effected for the purpose of determining shareholders who are entitled to attend and vote at the Annual General Meeting. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificate(s) should be lodged for registration with the Branch Share Registrar, 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.
ACTIONS TO BE TAKEN
Set out on pages 19 to 24 of this circular is a notice convening the Annual General Meeting at which:
(i) ordinary resolutions will be proposed to approve, among other matters, the following:
LETTER FROM THE BOARD
(a) the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; and
(b) the re-election of Directors.
Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable and in any event not later than 48 hours before the time for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the Annual General Meeting shall be voted by poll.
An announcement on the poll results will be made by the Company after the Annual General Meeting.
RECOMMENDATIONS
The Directors (including the independent non-executive Directors) are of the opinion that all proposed resolutions are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions at the Annual General Meeting.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
LETTER FROM THE BOARD
ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular.
MISCELLANEOUS
The Chinese translation of this circular is for reference only. In case of any inconsistency, the English version shall prevail.
Yours faithfully,
By order of the Board
FDB Holdings Limited
豐展控股有限公司
Ng Kin Siu
Chairman of the Board and
executive Director
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APPENDIX I
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required under Rule 10.06 of the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.
- LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.
- SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 1,332,000,000 Shares in issue. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares and did not hold any Treasury Shares.
Subject to the passing of the proposed ordinary resolution granting the Repurchase Mandate and on the basis that no new Shares are issued and no Shares are repurchased for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 133,200,000 Shares, representing 10% of the number of issued Shares excluding Treasury Shares as at the Latest Practicable Date.
- REASONS FOR THE REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. 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 earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
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APPENDIX I
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
4. FUNDING OF REPURCHASES
In making repurchases, the Company may only apply funds legally available for such purposes in accordance with the Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules. The laws of the Cayman Islands provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or the funds of the Company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The premium payable on repurchases may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the Company's share premium before the Shares are repurchased. In accordance with the laws of the Cayman Islands, the Shares so repurchased would be treated as cancelled but the aggregate amount of authorised share capital would not be reduced.
5. MATERIAL ADVERSE IMPACT IN THE EVENT OF REPURCHASE IN FULL
Taking into account the current working capital position of the Group, the Directors consider that, if the Repurchase Mandate is to be carried out in full at any time during the proposed repurchase period, it might have a material adverse impact on the working capital and/or gearing position of the Company as compared with its position as at 31 December 2024, being the date of its latest published audited consolidated financial statements. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.
APPENDIX I
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
6. SHARE PRICES
The highest and lowest market prices at which the Shares had been traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:
| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 0.085 | 0.037 |
| May | 0.077 | 0.044 |
| June | 0.073 | 0.050 |
| July | 0.074 | 0.053 |
| August | 0.062 | 0.045 |
| September | 0.068 | 0.045 |
| October | 0.074 | 0.050 |
| November | 0.056 | 0.044 |
| December | 0.064 | 0.040 |
| 2025 | | |
| January | 0.065 | 0.045 |
| February | 0.070 | 0.053 |
| March | 0.057 | 0.040 |
| April (up to the Latest Practicable Date) | 0.052 | 0.044 |
APPENDIX I
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
7. UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the laws of the Cayman Islands and in accordance with the regulations set out in the memorandum of association of the Company and the Articles of Association.
8. CONNECTED PERSON
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders at the Annual General Meeting.
No connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the grant of the Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.
9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If a Shareholder’s proportionate interest in the voting rights of the Company increases upon the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
APPENDIX I
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
As at the Latest Practicable Date, according to the register of interests kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 5% or more of the issued Shares:
| Name | Capacity/Nature of interest | Number of Shares held (Note 3) | Approximate percentage of existing shareholding (Note 1) | Approximate percentage of shareholding if the Repurchase Mandate is exercised in full |
|---|---|---|---|---|
| Masterveyor Holdings Limited | Beneficial owner | 827,000,000 (L) | 62.09% | 68.99% |
| Mr. Ng Kin Siu | Interest in a controlled corporation (Note 1) | 827,000,000 (L) | 62.09% | 68.99% |
| Gentle Soar Limited | Beneficial owner | 209,720,000 (L) | 15.74% | 17.49% |
| Mr. Gao Yunhong | Interest in a controlled corporation (Note 2) | 209,720,000 (L) | 15.74% | 17.49% |
Notes:
(1) Mr. Ng Kin Siu is beneficially interested in the entire issued shares of Masterveyor Holdings Limited and is therefore deemed to be interested in the Shares held by Masterveyor Holdings Limited by virtue of the SFO.
(2) Mr. Gao Yunhong is beneficially interested in the entire issued shares of Gentle Soar Limited and is therefore deemed to be interested in the Shares held by Gentle Soar Limited by virtue of the SFO.
(3) The letter "L" denotes the person's long position to the Shares.
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APPENDIX I
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
On the basis of 1,332,000,000 Shares in issue as at the Latest Practicable Date and assuming there is no further issue or repurchases of Shares during the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, if the Repurchase Mandate is exercised in full, the shareholding in the Company of Masterveyor Holdings Limited and Mr. Ng Kin Siu would increase from approximately 62.09% to approximately 68.99% of the issued share capital of the Company. The shareholding in the Company of Gentle Soar Limited and Mr. Gao Yunhong would also increase from approximately 15.74% to approximately 17.49% of the issued share capital of the Company. Such increases would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but would result in the aggregate amount of the issued share capital of the Company in the public hands being reduced to less than 25%. The Directors confirm that the Repurchase Mandate will not be exercised to the extent as may result in a public shareholding falling below the prescribed minimum percentage, which is 5%.
10. SHARE REPURCHASE MADE BY THE COMPANY
The Company did not repurchase any Shares in the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).
11. TREASURY SHARES
For any 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.
If the Company undertakes Share repurchase, the Company may (i) cancel the repurchased Shares; and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. The Company currently has no intention to cancel the repurchased Shares following the settlement of any such repurchase or hold them as Treasury Shares.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Set out below are the biographical details of the retiring Directors, who being eligible, would offer themselves for re-election at the Annual General Meeting.
Mr. Siu Wilson Wai Lum, (蕭偉霖), aged 45, has over 15 years of experience in real estate investment advisory and real estate development. He is currently a director of Team Victor Development Limited, a Hong Kong real estate development company, and the asset management representative of Impression Investment Limited, a Hong Kong-based investment management company. He obtained a degree of Bachelor in Economics from Tufts University in Boston of the United States of America.
Mr. Siu has entered into a letter of appointment with the Company for a term of three years commencing from 4 September 2024, which can be terminated by either party by giving to the other party not less than three months' notice in writing. According to the letter of appointment, the annual Director's fee payable to Mr. Siu as an independent non-executive Director is HK$168,000. Mr. Siu's remuneration was determined by the Board based on the Director's responsibilities, his experience, as well as remuneration benchmark in the industry and prevailing market conditions. Mr. Siu's appointment is subject to retirement by rotation and re-election in accordance with the articles of association of the Company.
Ms. Ng Chung Chi, (伍頌慈), aged 43, has over 20 years of experience in accounting, auditing and financial reporting, specialising in U.S. listed companies that are based in or have substantial operations in Asia Pacific.
From May 2021 to August 2022, Ms. Ng served as the Chief Financial Officer of Guardforce AI Co., Ltd., a Nasdaq-listed global security solutions provider (Nasdaq: GFAI). She previously held the same role from February 2018 to June 2019, while the company was traded on the U.S. OTC markets. Between March 2019 and May 2020, Ms. Ng was the audit committee chair of Addentax Group Corp. prior to its Nasdaq listing. Ms. Ng served as the audit committee chair of LZ Technology Holdings Limited since February 2025, a Nasdaq-listed information technology and advertising company (Nasdaq: LZMH).
Earlier in her career, Ms. Ng served as the Asian services leader in the audit business unit of Crowe Horwath LLP in Denver, Colorado. From January 2013 to December 2016, she was the Audit Senior Manager of GHP Horwath P.C. also in Denver.
Ms. Ng is a member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Ms. Ng has entered into a letter of appointment with the Company for an initial term of three years commencing on 11 December 2024 which is renewable automatically for successive terms of three years upon expiry unless otherwise terminated in accordance with the terms of the letter of appointment. Ms. Ng is entitled to a remuneration of HK$168,000 per annum, which is determined based on her duties and responsibilities in the Company, her experience, the prevailing market rate and the remuneration policy of the Company. Ms. Ng’s appointment is subject to retirement by rotation and re-election in accordance with the articles of association of the Company.
Mr. WONG Chun Wah Kelvin (黄鎮華), aged 51, was appointed as an independent non-executive Director on 1 October 2022. He is a practising solicitor in Hong Kong and is also an experience practitioner in housing management with over 20 years of experience. He is currently a consultant with Messrs. Au-Yeung, Cheng, Ho & Tin. Prior to his joining of the legal field, He was employed by various property management companies since 1993 and was also a Registered Professional Housing Manager under the Housing Managers Registration Ordinance (Cap. 550, Laws of Hong Kong), a Member of The Hong Kong Institute of Housing and a Full Member of Institute of Shopping Centre Management.
He is currently a Professional Member of The Royal Institution of Chartered Surveyors, a Chartered Member of the Chartered Institute of Housing, an Ordinary Member of the Hong Kong Institute of Real Estate Administrators and a Member of The Hong Kong Institute of Facility Management. He was admitted as a solicitor of the High Court of the Hong Kong Special Administrative Region in 2018.
He obtained a Bachelor of Housing Management and a Master of Laws from The University of Hong Kong and a Juris Doctor and Postgraduate Certificate in Laws from the City University of Hong Kong.
He has entered into a letter of appointment with the Company for a term of three years commencing on 1 October 2022 subject to termination by either party giving three months’ written notice and retirement by rotation and re-election at the annual general meetings of the Company in accordance with the articles of association of the Company. He shall be entitled to an annual salary of HK$168,000, which was determined by the Remuneration Committee and approved by the Board with reference to his position, level of responsibilities within the Group, the remuneration policy of the Company as well as prevailing market conditions.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above:
(i) each of the above Directors did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years;
(ii) as at the Latest Practicable Date, each of the above Directors does not have, or is not deemed to have, any interest in the Shares (within the meaning of Part XV of the SFO);
(iii) each of the above Directors (i) did not hold any other position in the Company or its subsidiaries; and (ii) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined under the Listing Rules); and
(iv) so far as the Directors were aware, as at the Latest Practicable Date, there is no other information relating to the above Directors that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules or any matters that need to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
FDB HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1826)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of FDB Holdings Limited (豐展控股有限公司) (the "Company") will be held at Rooms 602-603, 6/F., The Sun's Group Centre, 200 Gloucester Road, Wan Chai, Hong Kong on Friday, 30 May 2025 at 11:00 a.m. to consider and, if thought fit, to pass the following resolutions:
As Ordinary Business
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To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and the auditors (the "Auditors") of the Company for the year ended 31 December 2024.
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A. To re-elect Mr. Siu Wilson Wai Lum as an independent non-executive Director.
B. To re-elect Ms. Ng Chung Chi as an independent non-executive Director.
C. To re-elect Mr. Wong Chun Wah Kelvin as an independent non-executive Director. -
To authorise the board of Directors of the Company (the "Board") to fix the Directors' remuneration for the year ending 31 December 2025.
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To consider the re-appointment of OOP CPA & Co. as the Auditors and to authorise the Board to fix the remuneration of the Auditors for the year ending 31 December 2025.
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NOTICE OF ANNUAL GENERAL MEETING
As Special Business
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
“THAT:
(a) subject to paragraph (c) of this resolution below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and all other applicable laws, the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with the unissued shares (the “Shares”) in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution above, otherwise than pursuant to:
(i) a Rights Issue;
(ii) the exercise of any options granted under the share option scheme or similar arrangement for the time being adopted by the Company from time to time;
(iii) any scrip dividend scheme or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association (the “Articles of Association”) of the Company and other relevant applicable regulations in force from time to time; or
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NOTICE OF ANNUAL GENERAL MEETING
(iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;
shall not exceed 20% of the number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of Shares repurchased or agreed to be repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of Shares in issue as at the date of the passing of this resolution), and the approval pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the time of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such authority granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (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 expenses or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
“THAT:
(a) subject to paragraph (b) of this resolution below, the exercise by the Directors during the Relevant Period of all the powers of the Company to repurchase the shares of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “SFC”) and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act (2021 Revision) of the Cayman Islands (as amended, supplemented or modified from time to time) and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;
(b) the number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution above during the Relevant Period shall not exceed 10% of the number of issued Shares as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution, “Relevant Period” means the period from the time of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any other applicable laws of the Cayman Islands to be held; or
(iii) the date on which such authority granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
“THAT conditional upon resolutions numbered 5 and 6 above as set out in this notice being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with the unissued shares of the Company pursuant to resolution numbered 5 above be and it is hereby extended by the addition to the number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Director pursuant to or in accordance with such general mandate of an amount representing the number of Shares repurchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 6 above, provided that such amount shall not exceed 10% of the number of Shares in issue as at the date of passing of this resolution.”
Yours faithfully,
By order of the Board
FDB Holdings Limited
豐展控股有限公司
Ng Kin Siu
Chairman of the Board and
executive Director
Hong Kong, 28 April 2025
Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Head office and principal place of business in Hong Kong:
Rooms 602–603, 6/F.
The Sun’s Group Centre
200 Gloucester Road
Wan Chai
Hong Kong
Notes:
- A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.
NOTICE OF ANNUAL GENERAL MEETING
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Where there are joint registered holders of any share, any one such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Annual General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
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To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy thereof must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or at any adjournment thereof. Completion and return of the form of proxy shall not preclude a member from attending and voting in person at the Annual General Meeting or at any adjournment thereof if a member so wishes. In such event, the form of proxy shall be deemed to be revoked.
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For determining the qualification as members of the Company to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 27 May 2025 to Friday, 30 May 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 26 May 2025.
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The Chinese translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
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If Typhoon Signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the Annual General Meeting, the Annual General Meeting will be adjourned in accordance with the articles of association of the Company. The Company will post an announcement on the website of the Company at www.FDB.com.hk and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify members of the Company of the date, time and place of the adjourned Annual General Meeting.
As at the date of this notice, the executive Director is Mr. Ng Kin Siu (Chairman and chief executive officer) and the independent non-executive Directors are Mr. Siu Wilson Wai Lum, Ms. Ng Chung Chi and Mr. Wong Chun Wah Kelvin.
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.
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