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First Pacific Company Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult an exchange participant or other licensed dealer in securities, bank manager, solicitor, certified public accountant or other professional adviser.
If you have sold or transferred all your shares in Sun Hung Kai & Co. Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, or other licensed dealer in securities or other agent through whom the sale or the transfer was effected for onward transmission to the purchaser(s) or 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.
新鴻基有限公司
SUN HUNG KAI & CO. LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 86)
PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Sun Hung Kai & Co. Limited (the "Company") to be held at Century Room I-II, Basement 2, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 27 May 2025 at 10:00 a.m. is set out on pages 23 to 28 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the 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 meeting or any adjournment thereof if you so wish.
11 April 2025
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD
Introduction... 3
Re-election of retiring Directors... 4
General mandates to issue securities and repurchase shares... 6
AGM... 7
Voting at the AGM... 8
Recommendation... 8
General information... 8
APPENDIX I — DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION... 9
APPENDIX II — EXPLANATORY STATEMENT... 18
NOTICE OF AGM... 23
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DEFINITIONS
In this circular (other than in the notice of AGM), unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" the annual general meeting of the Company to be held at Century Room I-II, Basement 2, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 27 May 2025 at 10:00 a.m. or any adjournment thereof
"Articles of Association" the articles of association of the Company
"Board" board of Directors
"Companies Ordinance" Companies Ordinance, Chapter 622 of the Laws of Hong Kong
"Company" Sun Hung Kai & Co. Limited, a company incorporated in Hong Kong with limited liability, the securities of which are listed on the main board of the Stock Exchange
"Director(s)" the director(s) of the Company
"Group" the Company together with its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date" 7 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"Nomination Committee" the nomination committee of the Board
"SFO" Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
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DEFINITIONS
"Share(s)"
ordinary share(s) of the Company
"Shareholder(s)"
holder(s) of the Share(s)
"Share Buy-backs Code"
the Hong Kong Code on Share Buy-backs
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers
"2024 Annual Report"
annual report of the Company for the year ended 31 December 2024
"%"
per cent
LETTER FROM THE BOARD
新鴻基有限公司
SUN HUNG KAI & CO. LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 86)
Executive Directors:
Lee Seng Huang (Group Executive Chairman)
Antony James Edwards
Brendan James McGraw
Registered Office:
40/F, Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Non-Executive Directors:
Simon Chow Wing Charn
Peter Anthony Curry
Independent Non-Executive Directors:
Evan Au Yang Chi Chun
David Craig Bartlett
Alan Stephen Jones
Vivian Alexa Kao
Jacqueline Alee Leung
Wayne Robert Porritt
William Thomas Royan
11 April 2025
To the Shareholders
Dear Sir/Madam,
PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to, among other things, (i) the re-election of Directors; and (ii) the granting to the Directors of general mandates to issue securities of the Company and repurchase Shares up to 20% and 10% respectively of the total number of Shares in issue as at the date of passing of such resolutions.
LETTER FROM THE BOARD
RE-ELECTION OF RETIRING DIRECTORS
The Board currently consists of twelve Directors, namely Messrs. Lee Seng Huang, Antony James Edwards ("Mr. Edwards"), Brendan James McGraw, Simon Chow Wing Charn, Peter Anthony Curry ("Mr. Curry"), Evan Au Yang Chi Chun ("Mr. Au Yang"), David Craig Bartlett ("Mr. Bartlett"), Alan Stephen Jones ("Mr. Jones"), Ms. Vivian Alexa Kao, Ms. Jacqueline Alee Leung, Mr. Wayne Robert Porritt and Mr. William Thomas Royan ("Mr. Royan").
Pursuant to Article 94 of the Articles of Association, the Board shall have the power from time to time, and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting. In addition, pursuant to Article 103 of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, then the number nearest to but not less than one-third) shall retire from office such that each Director (including those appointed for a specific term) will be subject to retirement by rotation at least once every three years at the annual general meeting, provided always that any Director appointed pursuant to Article 94 shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election.
Pursuant to Article 94 of the Articles of Association, Mr. Edwards and Mr. Royan, being the Directors appointed by the Board effective from 21 March 2025, shall hold office only until the AGM and being eligible, offer themselves for re-election. Pursuant to Article 103 of the Articles of Association, Mr. Curry, Mr. Au Yang, Mr. Bartlett and Mr. Jones shall retire at the AGM by rotation and being eligible, offer themselves for re-election at the AGM.
Further, pursuant to the code provision B.2.3 of Part 2 of the Corporate Governance Code under Appendix C1 of the Listing Rules, if an independent non-executive director has served more than nine (9) years, his/her further appointment should be subject to a separate resolution to be approved by shareholders.
LETTER FROM THE BOARD
Mr. Bartlett and Mr. Jones have both served as Independent Non-Executive Directors of the Company for more than nine (9) years. The Company has received from each of Mr. Bartlett and Mr. Jones an annual confirmation of independence in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules and the Nomination Committee has assessed their independence. In the process of assessing the independence of Mr. Bartlett and Mr. Jones, the Nomination Committee has considered (i) the factors under Rule 3.13 of the Listing Rules; (ii) whether Mr. Bartlett and Mr. Jones are capable of bringing fresh perspectives and independent judgement to the Board despite their familiarity with the Company's affairs and management; and (iii) the fact that neither Mr. Bartlett nor Mr. Jones had or has any management role in the Group and none of them has any relationship with any Director, senior management, substantial or controlling shareholder of the Company, saved for their common directorships as independent non-executive directors of Allied Group Limited as disclosed in their respective brief biographical details in Appendix I to this circular. Based on the above criteria and upon due deliberation, the Nomination Committee considered that Mr. Bartlett and Mr. Jones had exercised impartial judgement and given independent guidance to the Company during their tenure of office, and their long service would not affect their ability to bring fresh perspectives and the exercise of independent judgement in their independent scope of work. As such, the Nomination Committee is satisfied that Mr. Bartlett and Mr. Jones are able to continue to independently fulfill their role as Independent Non-Executive Directors and recommends the same to the Board. The Board concurs with the view of the Nomination Committee and therefore recommends the re-election of Mr. Bartlett and Mr. Jones as Independent Non-Executive Directors notwithstanding the fact that they have served the Company for more than nine (9) years.
Biographical Details
Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. Accordingly, brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.
LETTER FROM THE BOARD
Election of Directors other than retiring Directors
Article 108 of the Articles of Association provides that no person, other than a retiring Director, shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been given to the Company during the period commencing no earlier than the day after the despatch of the notice of the general meeting appointed for such election and ending no later than seven days prior to the date of such general meeting.
Accordingly, if a Shareholder wishes to nominate a person who has not been recommended by the Directors to stand for election as a Director at the AGM, notice in writing of his/her intention to propose such person for election as a Director and the notice in writing executed by the nominee of his/her willingness to be elected must be validly served at the registered office of the Company at 40/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on or before 20 May 2025.
If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue a supplementary circular to inform the Shareholders of the details of the additional candidate proposed.
GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES
At the last annual general meeting of the Company held on 28 May 2024, ordinary resolutions were passed granting general mandates authorising the Directors (i) to allot, issue or otherwise deal with additional securities of the Company up to 20% of the total number of Shares in issue as at that date (the "Existing Issue Mandate"); and (ii) to repurchase Shares up to 10% of the total number of Shares in issue as at that date (the "Existing Repurchase Mandate").
The Existing Issue Mandate and the Existing Repurchase Mandate will expire upon the conclusion of the AGM. The Directors consider that the Existing Issue Mandate and the Existing Repurchase Mandate increase the flexibility in dealing with the Company's affairs and are in the interests of both the Company and the Shareholders as a whole, and that the same shall continue to be adopted by the Company.
LETTER FROM THE BOARD
Following the expiration of the Existing Issue Mandate, new general mandates to allot, issue or otherwise deal with additional securities of the Company of up to 20% and to repurchase Shares up to 10% respectively of the total number of Shares in issue as at the date of passing of the resolutions ("Share Repurchase Mandate") as set out in Resolutions 4A and 4B respectively of the AGM notice will be proposed at the AGM. A resolution authorising the extension of the general mandate to the Directors to issue securities of the Company to include the total number of such Shares repurchased (if any) under the Share Repurchase Mandate is to be proposed as Resolution 4C of the AGM notice at the AGM.
Subject to the passing of the resolution granting the proposed general mandate to issue securities of the Company and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to allot, issue or otherwise deal with Shares up to a maximum of 392,991,698 Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date.
With reference to the proposed new general mandates, the Directors wish to state that, they have no immediate plans to issue any new securities of the Company pursuant to the relevant mandates.
An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed view on whether to vote for or against Resolution 4B to be proposed at the AGM in relation to the proposed Share Repurchase Mandate is set out in Appendix II to this circular.
AGM
The notice convening the AGM is set out on pages 23 to 28 of this circular. A copy of the 2024 Annual Report is despatched to the Shareholders together with this circular. Ordinary resolutions in respect of, inter alia, the re-election of Directors and the general mandates to issue securities of the Company and to repurchase Shares will be proposed at the AGM.
A form of proxy for the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.
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LETTER FROM THE BOARD
VOTING AT THE AGM
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The resolutions to be proposed at the AGM do not relate purely to a procedural or administrative matter. Accordingly, all resolutions to be proposed at the AGM will be put to vote by way of poll at the AGM.
After conclusion of the AGM, the results of the vote by poll and the Directors' attendance at the AGM will be announced in accordance with Rules 13.39(5) and 13.39(5A) of the Listing Rules.
RECOMMENDATION
The Directors consider that the proposed ordinary resolutions for approval of the re-election of the retiring Directors; the granting of general mandates to issue securities of the Company and to repurchase Shares; and to add the total number of Shares that may be repurchased to the total number of Shares that may be allotted pursuant to the general mandate to issue securities of the Company are each in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
GENERAL INFORMATION
Your attention is also drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.
Yours faithfully,
On behalf of the Board
Sun Hung Kai & Co. Limited
Brendan James McGraw
Executive Director
APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The biographical details of the Directors proposed to be re-elected at the forthcoming AGM are set out as follows:
Antony James Edwards
Executive Director
Mr. Edwards, aged 57, was appointed as an Execution Director of the Company on 21 March 2025. He joined the Company as Deputy Chief Executive Officer in December 2023 and is a member of the Risk Management Committee and the Environmental, Social and Governance Committee of the Board of the Company. He is also a director of certain subsidiaries of the Company.
Mr. Edwards started his career in the 1990's, in Asian investment banking, and from 2000 onwards, he developed a track record of growing, managing and realigning investment management businesses, whilst at AllianceBernstein, Neuberger Berman, Robeco and Arisaig Partners. He was the Chief Operating Officer of Arisaig Partners and the Chief Executive Officer of Robeco Asia-Pacific. He has delivered high-performance outcomes across operational, distribution, investment and governance functions, in both large institutional, start-up and boutique investment managers. He is experienced at designing and managing change management to enable technology development, operational processes, sales and marketing engagement, and enhanced risk management, typically through the alignment of organisational priorities and culture. In business development, he has worked with many global and local investment advisors and consultants, Asian and Middle Eastern sovereigns, central banks, Australian and Asian Institutional capital allocators, high-net-worth and retail client channels, always with a strong personal belief in a colligate approach to accessing growth and investment success.
In addition to building businesses, Mr. Edwards is experienced in traditional and alternative portfolio management, in both a global and local settings, public and private. He has also managed businesses within various license settings, including but not limited to the U.S. Securities and Exchange Commission (SEC), The Securities and Futures Commission of Hong Kong (SFC), The Australian Prudential Regulation Authority (APRA) and Monetary Authority of Singapore (MAS). Mr. Edwards holds a Bachelor of Science Degree in Business Information Technology from Central University of Lancashire and is a Chartered Director and Fellow of the Institute of Directors. Mr. Edwards did not hold any directorship in any other listed public companies in Hong Kong and overseas during the past three years.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Edwards has entered into an employment contract with the Company pursuant to which he is currently entitled to receive a basic monthly salary of HK$306,000 (subject to annual review) and a discretionary bonus based on the performance of the Company. The remuneration package of Mr. Edwards was determined with reference to the remuneration benchmark for an executive director in the market, the prevailing market conditions and also the terms of the Company's remuneration policy. The term of Mr. Edwards's appointment will continue until terminated by either party by giving to the other three months' notice or payment in lieu. Mr. Edwards's appointment is also subject to retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association or other applicable laws/rules from time to time whereby a director shall vacate his office.
As at the Latest Practicable Date, Mr. Edwards is interested, within the meaning of Part XV of the SFO, in 500,000 Shares, representing approximately 0.02% of the total number of Shares in issue.
Save as disclosed above, Mr. Edwards did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, nor did he have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. There are no other matters or information in relation to Mr. Edwards that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
William Thomas Royan
Independent Non-Executive Director
Mr. Royan, aged 57, was appointed as an Independent Non-Executive Director of the Company on 21 March 2025.
Mr. Royan is a Founding Partner of Markets Infrastructure Partners LP, a New York-based specialist alternative asset manager dedicated to investments in the financial markets infrastructure sector (including trading platforms, post-trade, data services and payments, and asset and wealth management). Mr. Royan is also the Founding Partner and Chair of the Investment Committee of GPI Capital, a growth-oriented and structured equity alternative investment firm. Previously, he was a London-based Global Managing Partner and Chief Investment Officer of a similar group at BTG Pactual, the global financial services firm. Mr. Royan was also Head of Relationship Investing at Ontario Teachers' Pension Plan, where in addition to his direct investing role, he was responsible for the environment, social and governance policies and engagements of the pension plan. He has been a director of numerous public and private companies, including the TMX Group, a Canadian financial services firm that operates market exchanges (where he chaired its Governance Committee) and the shares
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
of which are listed on the Toronto Stock Exchange, and BTG Pactual, which offers investment banking, asset and wealth management services and the shares of which are listed on the B3-Brazil Stock Exchange. Since 2017, Mr. Royan has served as a director of Zeta Global Holdings Corp., the shares of which are listed on the New York Stock Exchange. Saved as disclosed above, Mr. Royan did not hold any directorship in any other listed public companies in Hong Kong and overseas during the past three years. Mr. Royan holds a Bachelor of Commerce degree from the University of Calgary and an MBA degree from the University of Chicago.
In considering Mr. Royan's re-election, the Board, with the assistance and recommendation from the Nomination Committee has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, nationality, length of service, and the professional experience, skills and expertise Mr. Royan can provide. Since Mr. Royan was newly appointed, the Board is of the view that Mr. Royan can make positive contribution to the Company's strategy, policies and performance with his independent judgment, advice and objective views from the perspective of his financial background. He also contributes to the diversity of the Board in age, nationality and length of services. Holding not more than six listed company directorship, he is able to devote sufficient time and attention to perform the duties as an Independent Non-Executive Director. Furthermore, the Company has received a confirmation of independence from Mr. Royan in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules. He does not have any financial or family relationships with any other Directors, senior management, substantial shareholders, or controlling shareholders of the Company that could lead to a conflict of interest or impact his exercise of independent judgement. In view of the above, Mr. Royan's re-election is considered to be of benefit to the Company.
A letter of appointment has been entered into between the Company and Mr. Royan pursuant to which (i) his term of appointment shall continue until terminated by either party giving to the other not less than one month's prior notice in writing, subject to retirement and re-election at the annual general meetings of the Company pursuant to the Articles of Association or any other applicable laws/rules from time to time whereby he shall vacate his office; (ii) he is entitled to a Director's fee of HK$313,215 per annum, payable quarterly in arrears. The remuneration of Mr. Royan was determined with reference to his duties and responsibilities with the Company, the prevailing market conditions and the terms of the Company's remuneration policy.
Mr. Royan did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, nor did he have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. There are no other matters or information in relation to Mr. Royan that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Peter Anthony Curry
Non-Executive Director
Mr. Curry, aged 72, was appointed as an Executive Director of the Company on 1 January 2011 and was re-designated as a Non-Executive Director on 1 September 2018. He joined the Company as the Group Chief Financial Officer of the Company in November 2010 until his retirement in September 2018. He is a member of the Audit Committee of the Board.
Mr. Curry has over 50 years of business experience. He joined Peat Marwick Mitchell (now known as KPMG) in Australia in 1974 upon graduation and worked as Tax Partner in 1983. Since that time he has worked in different listed and unlisted companies in Australia as executive director/managing director specialising in natural resources, corporate finance, mergers and acquisitions etc. He has been involved in a range of public and private capital raisings, initial public offering related services and providing corporate and financial advisory services in relation to a range of business transactions including a wide range of mining projects. Mr. Curry holds a Bachelor of Commerce Degree and a Bachelor of Laws Degree from the University of New South Wales. He became a Chartered Accountant and a barrister (non-practising) in Australia in 1978. Mr. Curry is also the non-executive chairman of Tian An Australia Limited, an indirect subsidiary of Allied Group Limited ("AGL", the ultimately holding company of the Company and the shares of which are listed on the Stock Exchange) listed on the Australian Securities Exchange, and a non-executive director of Air Change International Limited, a company listed on the National Stock Exchange of Australia Limited. Save as disclosed above, Mr. Curry did not hold any other directorships in listed public companies in Hong Kong and overseas during the past three years.
A letter of appointment has been entered into between the Company and Mr. Curry pursuant to which (i) his term of appointment shall continue until terminated by either party giving to the other not less than one month's prior notice in writing, subject to retirement and re-election at the annual general meetings of the Company pursuant to the Articles of Association or any other applicable laws/rules from time to time whereby he shall vacate his office; (ii) he is entitled to a director's fee of HK$313,215 per annum (payable quarterly in arrears). The remuneration of Mr. Curry was determined with reference to his duties and responsibilities with the Company, the prevailing market conditions and the terms of the Company's remuneration policy.
As at the Latest Practicable Date, Mr. Curry had interested, within the meaning of Part XV of the SFO, in 1,241,141 Shares, representing approximately $0.06\%$ in the total number of Shares in issue.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, Mr. Curry did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, nor did he have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. There are no other matters or information in relation to Mr. Curry that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
Evan Au Yang Chi Chun
Independent Non-Executive Director
Mr. Au Yang, aged 53, was appointed as an Independent Non-Executive Director of the Company on 22 March 2018. He is the Chairman of the Remuneration Committee and a member of the Nomination Committee, the Audit Committee and the Risk Management Committee of the Board.
Mr. Au Yang is the Group President of Animoca Brands, a Hong Kong-based multinational blockchain technology and investment company focused on developing the digital property rights ecosystem, including play-to-earn games, non-fungible tokens (NFTs), decentralised finance (DeFi), blockchain marketplaces, infrastructure and more. Mr. Au Yang is also the Chairman of the Board of Civic Exchange, a non-partisan public policy think tank. He is also an independent non-executive director of Asia Financial Holdings Limited, a company listed on the Stock Exchange. He is an advisor of Our Hong Kong Foundation, a member of the Fintech Advisory Group of the Securities and Futures Commission, and also serves on the Innovation and Technology Advisory Committee of the Hong Kong Trade Development Council, the Transport Policy Committee of the Chartered Institute of Logistics & Transport, the Development Fund Committee of the Hong Kong Council of Social Service, the Advisory Council for Institute at Brown for Environment & Society for Brown University, as well as the Board of Advisors of Hong Kong 2050 is Now. Mr. Au Yang is also a lecturer at the Hong Kong Academy of Politics and Public Policy. He previously served on the Board of Urban Renewal Authority as a non-executive director until his retirement on 30 November 2023.
Prior to joining Animoca Brands, Mr. Au Yang was the managing director and head of GLG International (Gerson Lehrman Group) ("GLG"), a technology-enabled expert insight platform where he ran and grew its business spanning Europe, Middle East, Africa and Asia-Pacific across 15 locations. Prior to GLG, Mr. Au Yang was the deputy managing director of The Kowloon Motor Bus Company (1933) Limited ("KMB") and an executive director of Transport International Holdings Limited ("Transport International"), the parent company of KMB and is listed on the Stock Exchange. Prior to joining Transport International and KMB, he was an associate partner at McKinsey & Company. Before that, Mr. Au Yang worked at Citigroup's
APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Derivatives Structuring and Marketing unit. He obtained his undergraduate degree in Economics and Political Science from Brown University, and his MBA degree from the Kellogg School of Management at Northwestern University. Saved as disclosed above, Mr. Au Yang did not hold any other directorships in listed public companies in Hong Kong and overseas during the past three years.
In considering Mr. Au Yang’s re-election, the Board, with the assistance and recommendation from the Nomination Committee, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, nationality, length of service, and the professional experience, skills and expertise Mr. Au Yang can provide. The Board is of the view that during his tenure as an Independent Non-Executive Director of the Company, Mr. Au Yang has made positive and valuable contributions to the Company’s strategy, policies and performance over the years with his independent judgment, advice, comments and objective views from the perspective of his financial background coupled with his general understanding of the business of the Group. He also contributes to the diversity of the Board in age and nationality and is able to devote sufficient time and attention to perform the duties as an Independent Non-Executive Director. Furthermore, the Company has received a confirmation of independence from Mr. Au Yang in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules. He does not have any financial or family relationships with any other Directors, senior management, substantial shareholders, or controlling shareholders of the Company that could lead to a conflict of interest or impact his exercise of independent judgement. In view of the above, Mr. Au Yang’s re-election is considered to be benefit to the Company.
A letter of appointment has been entered into between the Company and Mr. Au Yang pursuant to which (i) his term of appointment shall continue until terminated by either party giving to the other not less than one month’s prior notice in writing, subject to retirement and re-election at the annual general meetings of the Company pursuant to the Articles of Association or any other applicable laws/rules from time to time whereby he shall vacate his office; (ii) he is entitled to a director’s fee which is currently HK$313,215 per annum (payable quarterly in arrears). The remuneration of Mr. Au Yang was determined with reference to his duties and responsibilities with the Company, the prevailing market conditions and the terms of the Company’s remuneration policy.
Save as disclosed above, Mr. Au Yang did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, nor did he have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. There are no other matters or information in relation to Mr. Au Yang that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
David Craig Bartlett
Independent Non-Executive Director
Mr. Bartlett, aged 59, was appointed as an Independent Non-Executive Director of the Company on 26 November 1999. He is a member of the Nomination Committee, the Remuneration Committee, the Audit Committee and the Environmental, Social and Governance Committee of the Board.
Mr. Bartlett graduated with honours in law from Exeter University in the United Kingdom in 1988 and subsequently qualified as a solicitor in England & Wales, the Republic of Ireland and the Hong Kong Special Administrative Region. A former partner of the international law firm Clyde & Co., he regularly acted for and advised the Company and its subsidiaries before leaving private practice for a career in industry. He held senior legal roles with General Electric and Apollo Global Management. Now based primarily in England, Mr. Bartlett is also an independent non-executive director of AGL. Save as disclosed above, Mr. Bartlett did not hold any other directorships in listed public companies in Hong Kong and overseas during the past three years.
In considering Mr. Bartlett's re-election, the Board, with the assistance and recommendation from the Nomination Committee, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, nationality, length of service, and the professional experience, skills and expertise Mr. Bartlett can provide. The Board is of the view that during his tenure as an Independent Non-Executive Director of the Company, Mr. Bartlett has made positive and valuable contributions to the Company's strategy, policies and performance over the years with his independent judgment, advice, comments and objective views from the perspective of his legal background coupled with his general understanding of the business of the Group. He also contributes to the diversity of the Board in nationality and is able to devote sufficient time and attention to perform the duties as an Independent Non-Executive Director. In view of the above, Mr. Bartlett's re-election is considered to be of benefit to the Company.
A letter of appointment has been entered into between the Company and Mr. Bartlett pursuant to which (i) his term of appointment shall continue until terminated by either party giving to the other not less than one month's prior notice in writing, subject to retirement and re-election at the annual general meetings of the Company pursuant to the Articles of Association or any other applicable laws/rules from time to time whereby he shall vacate his office; (ii) he is entitled to a director's fee which is currently HK$313,215 per annum (payable quarterly in arrears). The remuneration of Mr. Bartlett was determined with reference to his duties and responsibilities with the Company, the prevailing market conditions and the terms of the Company's remuneration policy.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, Mr. Bartlett did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, nor did he have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. There are no other matters or information in relation to Mr. Bartlett that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
Alan Stephen Jones
Independent Non-Executive Director
Mr. Jones, aged 82, was appointed as an Independent Non-Executive Director of the Company on 3 January 2006. He is the Chairman of the Audit Committee, and a member of the Nomination Committee and the Remuneration Committee of the Board.
Mr. Jones, a Chartered Accountant, has extensive experience in management, administration, accounting, property development, carpark management, finance and trading, and has been involved in successful mergers and acquisitions of a number of public companies in Australia and internationally. He is an independent non-executive director of AGL. Mr. Jones is also an independent non-executive director of Mount Gibson Iron Limited, a company listed on the Australian Securities Exchange and the non-executive chairman of Air Change International Limited, a company listed on the National Stock Exchange of Australia Limited, as well as a non-executive director of Mulpha Australia Limited. Saved as disclosed above, Mr. Jones did not hold any other directorships in listed public companies in Hong Kong and overseas during the past three years.
In considering Mr. Jones's re-election, the Board, with the assistance and recommendation from the Nomination Committee, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, nationality, length of service, and the professional experience, skills and expertise Mr. Jones can provide. The Board is of the view that during his tenure as an Independent Non-Executive Director of the Company, Mr. Jones has made positive and valuable contributions to the Company's strategy, policies and performance over the years with his independent judgment, advice and objective views from the perspective of his financial background coupled with his general understanding of the business of the Group. He also contributes to the diversity of the Board in nationality and is able to devote sufficient time and attention to perform the duties as an Independent Non-Executive Director. In view of the above, Mr. Jones's re-election is considered to be of benefit to the Company.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
A letter of appointment has been entered into between the Company and Mr. Jones pursuant to which (i) his term of appointment shall continue until terminated by either party giving to the other not less than one month’s prior notice in writing, subject to retirement and re-election at the annual general meetings of the Company pursuant to the Articles of Association or any other applicable laws/rules from time to time whereby he shall vacate his office; (ii) he is entitled to a director’s fee which is currently HK$392,910 per annum (payable quarterly in arrears). The remuneration of Mr. Jones was determined with reference to his duties and responsibilities with the Company, the prevailing market conditions and the terms of the Company’s remuneration policy.
Save as disclosed above, Mr. Jones did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, nor did he have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. There are no other matters or information in relation to Mr. Jones that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
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APPENDIX II
EXPLANATORY STATEMENT
This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in relation to the proposed Share Repurchase Mandate.
TOTAL NUMBER OF SHARES IN ISSUE
As at the Latest Practicable Date, the total number of Shares in issue was 1,964,958,493 Shares.
Subject to the passing of the resolution granting the proposed mandate to repurchase Shares and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 196,495,849 Shares, during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority 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 assets value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
The Directors would exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and in circumstances where they consider that the Shares can be repurchased on terms favourable to the Company. Based on the consolidated financial position of the Company as at 31 December 2024, being the date to which the latest published audited financial statements of the Company were prepared, the Directors consider that there will be no material adverse impact on the working capital and gearing position of the Company in the event that the Share Repurchase Mandate was to be carried out in full at the currently prevailing market value at any time during the proposed repurchase period.
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APPENDIX II
EXPLANATORY STATEMENT
The Directors do not propose to exercise the mandate to repurchase Shares to such an extent as would have a material adverse effect on the working capital requirements of the Company as compared with the position disclosed in the latest published audited financial statements of the Company or the gearing levels which, in the opinion of the Directors, are appropriate for the Company.
FUNDING OF REPURCHASES
Repurchases to be made pursuant to the proposed Share Repurchase Mandate would be financed out of funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the Companies Ordinance and other applicable laws of Hong Kong. Such funds include, but are not limited to, profits available for distribution.
EFFECT OF THE TAKEOVERS CODE AND SHARE BUY-BACKS CODE
Upon the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, and such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and Rule 6 of the Share Buy-backs Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.
| Name of Shareholders | Number of Shares interested | Approximate % of the total number of Shares in issue | Notes | Approximate % of the total number of Shares in issue should the Share Repurchase Mandate be exercised in full |
|---|---|---|---|---|
| Allied Group Limited (“AGL”) | 1,444,479,575 | 73.51% | 1 | 81.67% |
| Lee and Lee Trust | 1,444,479,575 | 73.51% | 2 | 81.67% |
| Lee Su Hwei (“Ms. Lee”) | 1,465,684,265 | 74.59% | 3 | 82.87% |
APPENDIX II
EXPLANATORY STATEMENT
Notes:
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This represented interests held by AP Emerald Limited (“AP Emerald”), a wholly-owned subsidiary of AP Jade Limited which in turn was a wholly-owned subsidiary of Allied Properties (H.K.) Limited (“APL”). AGL directly and indirectly (through Capscore Limited, Citiwealth Investment Limited and Sunhill Investments Limited, all being direct wholly-owned subsidiaries of AGL) owned in aggregate 100% of the total number of issued shares of APL. AGL was therefore deemed to have an interest in 1,444,479,575 Shares.
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Mr. Lee Seng Hui, Ms. Lee and Mr. Lee Seng Huang (a Director) are the trustees of Lee and Lee Trust, being a discretionary trust. The Lee and Lee Trust together with Mr. Lee Seng Hui’s personal interests controlled approximately 74.99% interest in the total number of issued shares of AGL and was therefore deemed to have an interest in the Shares in which AGL was interested.
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This represented interests in (i) same parcel of Shares in which Lee and Lee Trust was deemed to have an interest; and (ii) 21,204,690 Shares held by Mr. Chen Yue Jia James, the spouse of Ms. Lee (a non-executive director of AGL and one of the trustees of Lee and Lee Trust).
As at the Latest Practicable Date, AGL, Lee and Lee Trust and Ms. Lee together were interested in an aggregate of 1,465,684,265 Shares, representing approximately 74.59% of the total number of Shares in issue.
Based on such interests in the Shares and in the event that the Directors exercise in full the power to repurchase Shares under the Share Repurchase Mandate and assuming that no further Shares are issued or repurchased prior to the AGM, to the best of the knowledge and belief of the Directors, the exercise of the power to repurchase Shares under the Share Repurchase Mandate is not expected to give rise to an obligation for a shareholder to make a mandatory general offer under Rules 26 and 32 of the Takeovers Code. In the event that the Share Repurchase Mandate is exercised in full, the number of Shares held by the public would fall below 25% of the total number of Shares then in issue. The Directors have no intention to repurchase Shares to such an extent that will result in the total number of Shares held by the public being reduced to less than 25%.
APPENDIX II
EXPLANATORY STATEMENT
SHARE PRICES
The following table shows the highest and lowest trading prices at which the Shares have been traded on the Stock Exchange in the previous twelve months:
| Month | Price per Share | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 2.62 | 2.25 |
| May | 2.61 | 2.40 |
| June | 2.57 | 2.40 |
| July | 2.69 | 2.42 |
| August | 2.75 | 2.46 |
| September | 2.74 | 2.42 |
| October | 3.16 | 2.70 |
| November | 2.84 | 2.62 |
| December | 2.79 | 2.65 |
| 2025 | ||
| January | 2.79 | 2.66 |
| February | 2.85 | 2.70 |
| March | 3.19 | 2.77 |
| April (up to the Latest Practicable Date) | 3.16 | 2.78 |
APPENDIX II
EXPLANATORY STATEMENT
REPURCHASES OF SHARES
The Company repurchased an aggregate of 45,000 Shares on the Stock Exchange in the previous six months (preceding and up to the Latest Practicable Date), with details as follows:
| Repurchase Date | No. of Shares | Purchase Price per Share | |
|---|---|---|---|
| Highest HK$ | Lowest HK$ | ||
| 8 October 2024 | 5,000 | 2.80 | 2.80 |
| 9 October 2024 | 40,000 | 2.79 | 2.71 |
GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the Share Repurchase Mandate is approved by the Shareholders.
No core connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so in the event that the Company is authorised to make repurchases of the Shares under the Share Repurchase Mandate.
The Directors will exercise the power of the Company to make share repurchases pursuant to the proposed Share Repurchase Mandate in accordance with the Listing Rules, the Companies Ordinance and other applicable laws of Hong Kong. Neither this explanatory statement nor the proposed Share Repurchase Mandate has any unusual features.
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NOTICE OF AGM
新鴻基有限公司
SUN HUNG KAI & CO. LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 86)
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of Sun Hung Kai & Co. Limited (the “Company”) will be held at Century Room I-II, Basement 2, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 27 May 2025 at 10:00 a.m. for the following purposes:
-
To receive and adopt the audited consolidated financial statements and the reports of the Directors and Auditor for the year ended 31 December 2024.
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(a) To re-elect Mr. Antony James Edwards as a Director.
(b) To re-elect Mr. William Thomas Royan as a Director.
(c) To re-elect Mr. Peter Antony Curry as a Director.
(d) To re-elect Mr. Evan Au Yang Chi Chun as a Director.
(e) To re-elect Mr. David Craig Bartlett as a Director.
(f) To re-elect Mr. Alan Stephen Jones as a Director. -
To re-appoint Deloitte Touche Tohmatsu as the Auditor and to authorise the Board of Directors to fix its remuneration.
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NOTICE OF AGM
- To consider, and if thought fit, to pass the following resolutions, with or without amendments, as ordinary resolutions:
ORDINARY RESOLUTIONS
A. “THAT:
(a) subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company (“Shares”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such power, be and is hereby generally and unconditionally approved;
(b) the approval given in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
(c) the total number of the Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval given in paragraph (a) of this Resolution, otherwise than pursuant to:
(i) a Rights Issue (as hereinafter defined);
(ii) the exercise of the rights of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into Shares;
(iii) the exercise of any options granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or
(iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the articles of association of the Company from time to time;
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NOTICE OF AGM
shall not exceed 20% of the total number of Shares in issue at the date of passing of this Resolution and the said approval shall be limited accordingly;
(d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(e) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares at that date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or stock exchange in, any territory applicable to the Company).
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NOTICE OF AGM
B. “THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Buy-backs, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;
(b) the total number of Shares which may be repurchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the total number of Shares in issue at the date of passing of this Resolution, and the approval granted under paragraph (a) of this Resolution shall be limited accordingly;
(c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(d) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
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NOTICE OF AGM
C. “THAT conditional upon the passing of Resolution Nos. 4A and 4B above, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional securities of the Company pursuant to Resolution No. 4A above be and is hereby extended by adding thereto a number representing the total number of the Shares repurchased by the Company under the authority granted pursuant to Resolution No. 4B above, provided that such number shall not exceed 10% of the total number of Shares in issue at the date of the passing of this Resolution.”
By Order of the Board
Sun Hung Kai & Co. Limited
Lee Sze Wai
Company Secretary
Hong Kong, 11 April 2025
Notes:
-
All resolutions set out in this notice of the Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”) and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
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A member of the Company entitled to attend and to speak and vote at the Meeting will be entitled to appoint one or more proxies to attend and to speak and, on a poll, vote in his or her stead. A proxy need not be a member of the Company.
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A form of proxy in respect of the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjourned meeting thereof if you so wish. In the event that you attend the Meeting after having lodged the form of proxy, it will be deemed to have been revoked.
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To be valid, the form of proxy, together with any 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 at the Company’s share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof.
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Where there are joint registered holders of any Share, any one of such joint holders may vote at the Meeting, either personally or by proxy in respect of such Share as if he or she was solely entitled thereto, but if more than one of such joint registered holders be present at the Meeting personally or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company shall alone be entitled to vote in respect thereof.
NOTICE OF AGM
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For determining the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Thursday, 22 May 2025 to Tuesday, 27 May 2025, both days inclusive, during which period no transfer of Shares will be registered. In order for a member to be eligible to attend and vote at the Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Investor Services Limited of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 21 May 2025.
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In respect of Resolution No. 4A above, the Directors wish to state that they have no immediate plans to issue any new securities of the Company under this mandate. Approval is being sought from members as a general mandate, in compliance with the Hong Kong Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Listing Rules, in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any securities of the Company up to 20% of the total number of Shares in issue at the date of the passing of the resolution.
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The general purpose of the authority to be conferred on the Directors by Resolution No. 4B above is to increase flexibility and to provide discretion to the Directors when it becomes desirable to repurchase Shares representing up to a maximum of 10% of the total number of Shares in issue at the date of the passing of the resolution on the Stock Exchange.
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