AI assistant
Furniweb Holdings Limited — Proxy Solicitation & Information Statement 2025
Apr 17, 2025
51464_rns_2025-04-17_d8060b89-b093-4538-8994-2324447df48b.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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 Furniweb 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).
FURNIWEB HOLDINGS LIMITED
飛霓控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8480)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,
RE-ELECTION OF DIRECTORS,
DECLARATION OF FINAL DIVIDEND
AND
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 Lot 1883, Jalan KPB 9, Kg. Bharu Balakong, 43300 Seri Kembangan, Selangor, Malaysia on Thursday, 15 May 2025 at 10:00 a.m. is set out on pages 19 to 25 of this circular.
Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Branch Share Registrar, 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 (i.e. 10:00 a.m. on Tuesday, 13 May 2025) before the time of 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.
This circular will remain on the "Latest Company Announcements" page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting. This circular will also be posted on the Company's website at www.furniweb.com.my.
22 April 2025
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
- i -
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 4
Grant of General Mandate, Buy-back Mandate and Extension Mandate 5
Proposed Re-election of Directors 6
Proposed Declaration of Final Dividend 8
Closure of register of members 8
Actions to be taken 8
Recommendations 9
Responsibility Statement 9
General Information 9
Miscellaneous 9
Appendix I — Explanatory Statement for the Buy-back Mandate 10
Appendix II — Biographical Details of the Directors proposed to be re-elected at the Annual General Meeting 15
Notice of Annual General Meeting 19
- ii -
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 Lot 1883, Jalan KPB 9, Kg. Bharu Balakong, 43300 Seri Kembangan, Selangor, Malaysia on Thursday, 15 May 2025 at 10:00 a.m. or any adjournment thereof (as the case may be), the notice of which is set out on pages 19 to 25 of this circular
“Articles of Association” or “Articles”
the amended and restated articles of association of the Company currently in force
“associate”
has the same meaning ascribed to it under the GEM 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
“Buy-back Mandate”
a general and unconditional mandate proposed to be granted to the Directors to enable them to buy back Shares, the aggregate number of which shall not exceed 10% of the aggregate number of Shares in issue (excluding treasury shares, if any) as at the date of passing the relevant resolution at the Annual General Meeting
“close associate”
has the same meaning as ascribed to it under the GEM Listing Rules
“Companies Law”
the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
“Company”
Furniweb Holdings Limited (飛霓控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed and traded on the GEM
“controlling shareholder”
has the same meaning as ascribed to it under the GEM Listing Rules
“core connected person”
has the same meaning as ascribed to it under the GEM Listing Rules
“Director”
the director of the Company from time to time
- 1 -
DEFINITIONS
"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares bought back under the Buy-back Mandate will be added to the total number of Shares which may be allotted, issued and dealt with under the General Mandate
"Final Dividend"
the proposed final dividend of HK$0.01 per Share for the year ended 31 December 2024, subject to the approval by the Shareholders at the Annual General Meeting
"GEM Listing Rules"
the Rules Governing the Listing of Securities on the GEM
"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 number of the share capital of the Company in issue (excluding treasury shares, if any) 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 People's Republic of China
"Latest Practicable Date"
11 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
"Nomination Committee"
the nomination committee of the Board
"PRG Holdings"
PRG Holdings Berhad (formerly known as Furniweb Industrial Products Berhad and was changed to PRG Holdings Berhad with effect from 26 January 2015), a company incorporated in Malaysia on 13 March 2001 and whose shares are listed on the Main Market of Bursa Malaysia Securities Berhad and the controlling shareholder of the Company
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
"Shareholders"
holders of any Shares
"Shares"
ordinary shares with a nominal value of HK$0.10 each in the share capital of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
- 2 -
- 3 -
DEFINITIONS
"Takeovers Code"
The Hong Kong Code on Takeovers and Mergers
"treasury shares"
has the same meaning as ascribed to it under the GEM Listing Rules
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"RM"
Malaysian Ringgit, the lawful currency of Malaysia
"%"
per cent
LETTER FROM THE BOARD
FURNIWEB HOLDINGS LIMITED
飛霓控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8480)
Executive Directors:
- Er. Kang Boon Lian
- Mr. Andrew Chan Lim-Fai
- Mr. Tan Chuan Dyi
Non-executive Directors:
- Dato' Lim Heen Peok (Chairman)
- Mr. Ng Tzee Penn
Independent non-executive Directors:
- Mr. Ho Ming Hon
- Dato' Sri Dr. Hou Kok Chung
- Dato' Lee Chee Leong
- Ms. Tai Lung Hsing
Registered office:
- Cricket Square, Hutchins Drive
- P.O. Box 2681
- Grand Cayman KY1-1111
- Cayman Islands
Headquarters:
- Lot 1883, Jalan KPB 9
- Kg. Bharu Balakong
- 43300 Seri Kembangan
- Selangor
- Malaysia
Principal place of business in Hong Kong:
- 31st Floor, 148 Electric Road
- North Point
- Hong Kong
22 April 2025
To the Shareholders
Dear Sir or Madam
PROPOSALS FOR
GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,
RE-ELECTION OF DIRECTORS,
DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The primary purposes of this circular are to provide you with information regarding certain ordinary 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.
LETTER FROM THE BOARD
The resolutions to be proposed at the Annual General Meeting, in addition to ordinary business, include (i) ordinary resolutions relating to the proposed grant of the General Mandate, the Buy-back Mandate and the Extension Mandate, (ii) ordinary resolutions relating to the proposed re-election of Directors and (iii) an ordinary resolution relating to the declaration of Final Dividend.
GRANT OF GENERAL MANDATE, BUY-BACK 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 exercise all powers of the Company to buy back issued Shares. The maximum number of Shares that may be bought back pursuant to the Buy-back Mandate will be such number which represents 10% of the aggregate number of Shares in issue (excluding treasury shares, if any) as at the date of passing of the relevant resolution subject to the GEM Listing Rules.
The Buy-back Mandate will lapse on the earliest of (i) the date of the next annual general meeting, or (ii) the date by which the next annual general meeting of the Company is required to be held by law and/or the Articles of Association, or (iii) the date on which such authority is revoked or varied by ordinary resolution of the Company in the general meeting.
The explanatory statement required by the GEM Listing Rules to be sent to Shareholders in connection with the proposed resolution to grant to the Directors the Buy-back Mandate is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution.
At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to allot, issue, and deal with further Shares representing up to 20% of the aggregate number of Shares in issue (excluding treasury shares, if any) as at the date of passing of the relevant resolution.
Subject to the passing of the ordinary resolution of the Buy-back 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 bought back pursuant to the Buy-back Mandate.
Based on 923,321,600 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 bought back 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 184,664,320 Shares, representing 20% of the Shares in issue (excluding treasury shares, if any) as at the Latest Practicable Date; and
- 5 -
LETTER FROM THE BOARD
(2) subject to the passing of the proposed resolution granting the Buy-back Mandate to the Directors, the Company will be allowed under the Buy-back Mandate to buy back up to a maximum of 92,332,160 Shares, representing 10% of the Shares in issue (excluding treasury shares, if any) as at the Latest Practicable Date.
The Directors wish to state that they have no immediate plans to buy back 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. The Company did not have any treasury shares as at the Latest Practicable Date.
PROPOSED RE-ELECTION OF DIRECTORS
Pursuant to Article 105(A) of the Articles of Association, at least one-third of the Directors shall retire from office by rotation at each annual general meeting of the Company, provided that every Director shall be subject to retirement by rotation at least once every three years. Any Director who retires under this Article shall be eligible for re-election as Director and shall continue to act as a Director throughout the meeting at which he retires. By virtue of Article 105(A) of the Articles of Association, Dato' Lim Heen Peok, Mr. Ho Ming Hon and Dato' Lee Chee Leong, who have been longest in office since their appointment, shall retire as Directors by rotation at the Annual General Meeting and, all being eligible, offer themselves for re-election as Directors.
Pursuant to Article 109 of the Articles of Association, the Directors shall have power from time to time to appoint any person as a Director either to fill a casual vacancy or as an additional Director. Any Director so appointed shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting. Since Ms. Tai Lung Hsing was appointed on 20 December 2024 as an additional Director to the existing Board by the Directors, by virtue of Article 109 of the Articles of Association, Ms. Tai Lung Hsing will retire from office at the Annual General Meeting and, being eligible, offer herself for re-election as Directors.
The Nomination Committee reviews the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy. The Nomination Committee also identifies individuals suitably qualified to become members of the Board and selects or makes recommendations to the Board on the selection of individuals nominated for directorship, the appointment or re-appointment of directors.
In making recommendation to the Board, the Nomination Committee takes into account gender, age, culture, standards of ethics, integrity, professionalism, judgment-making ability, experience and expertise in business, corporate, real estate, property, accountancy, law, finance, qualifications, technical skills and knowledge relevant to the Company, and independence (if applicable) of each candidate. It also considers other relevant endeavors which the Nomination Committee thinks fit. It will also take into account qualifications, and technical skills and knowledge relevant to the Company's manufacturing and energy efficiency segments that a candidate possesses.
LETTER FROM THE BOARD
Each of Mr. Ho Ming Hon, Dato' Sri Dr. Hou Kok Chung, Dato' Lee Chee Leong and Ms. Tai Lung Hsing, being independent non-executive Directors, has given an annual confirmation of his/her independence pursuant to the independence guidelines as set out in Rule 5.09 of the GEM Listing Rules. During the meeting held on 26 March 2025, the Nomination Committee reviewed the annual confirmations of independence given by each of Mr. Ho Ming Hon, Dato' Sri Dr. Hou Kok Chung, Dato' Lee Chee Leong and Ms. Tai Lung Hsing and was satisfied with the independence of each of Mr. Ho Ming Hon, Dato' Sri Dr. Hou Kok Chung, Dato' Lee Chee Leong and Ms. Tai Lung Hsing with regard to factors, including but not limited to the criteria under Rule 5.09 of the GEM Listing Rules. The Nomination Committee also believes that each of the independent non-executive Directors has the required character, integrity and experience to continue to fulfill and discharge the roles and duties of independent non-executive Directors. In addition, the Nomination Committee has evaluated the performance of Dato' Lim Heen Peok, Mr. Ho Ming Hon, Dato' Lee Chee Leong and Ms. Tai Lung Hsing and was of the view that each of them has been contributing to the Group effectively and is committed to his/her roles as a Director. Thus, the Nomination Committee has recommended to the Board the re-election of Dato' Lim Heen Peok, Mr. Ho Ming Hon, Dato' Lee Chee Leong and Ms. Tai Lung Hsing at the Annual General Meeting. On 26 March 2025, the Board accepted the recommendation by the Nomination Committee and recommended Dato' Lim Heen Peok, Mr. Ho Ming Hon, Dato' Lee Chee Leong and Ms. Tai Lung Hsing to stand for re-election by Shareholders at the Annual General Meeting.
The Board believes Dato' Lim Heen Peok, Mr. Ho Ming Hon, Dato' Lee Chee Leong and Ms. Tai Lung Hsing can bring to the Board different perspectives, skills and experiences, as well as contribute to its diversity in the following manners:
- Dato' Lim Heen Peok had more than 30 years of experience in the automotive industry with rich experience in production, distribution and retail;
- Mr. Ho Ming Hon has an accounting background;
- Dato' Lee Chee Leong has an accounting background and solid experiences in community affairs and politics; and
- Ms. Tai Lung Hsing has an extensive experience in managing human resources across various multinational corporations and industries.
The biographical details and other information of Dato' Lim Heen Peok, Mr. Ho Ming Hon, Dato' Lee Chee Leong and Ms. Tai Lung Hsing are set out in Appendix II to this circular. The Board, upon the recommendation of the Nomination Committee, has proposed the re-election of the above retiring Directors.
- 7 -
LETTER FROM THE BOARD
PROPOSED DECLARATION OF FINAL DIVIDEND
The Board has recommended the payment of a final dividend of HK$0.01 per Share for the year ended 31 December 2024 to Shareholders whose names appear on the register of members of the Company on Friday, 30 May 2025. The proposed Final Dividend is subject to approval by the Shareholders at the Annual General Meeting and a resolution will be proposed to the Shareholders for voting at the Annual General Meeting. If the resolution for the proposed Final Dividend is passed at the Annual General Meeting, the proposed Final Dividend will be paid on or around Friday, 20 June 2025.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the entitlements to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 12 May 2025 to Thursday, 15 May 2025, both days inclusive, during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Branch Share Registrar, 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 Friday, 9 May 2025.
For the purpose of determining the entitlements of the Shareholders to receive the proposed Final Dividend, the register of members of the Company will be closed from Wednesday, 28 May 2025 to Friday, 30 May 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be qualified for the entitlement to the proposed Final Dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Branch Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 27 May 2025.
ACTIONS TO BE TAKEN
Set out on pages 19 to 25 of this circular is a notice convening the Annual General Meeting at which ordinary resolutions will be proposed to approve, among other matters, the following:
(a) the re-election of Directors;
(b) the declaration of Final Dividend; and
(c) the grant of the General Mandate, the Buy-back Mandate and the Extension Mandate.
LETTER FROM THE BOARD
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.
RECOMMENDATIONS
The Directors consider that the proposals regarding (i) the re-election of Directors, (ii) the declaration of Final Dividend; and (iii) the grant of the General Mandate, the Buy-back Mandate and the Extension Mandate 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 GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully
By order of the Board
FURNIWEB HOLDINGS LIMITED
Dato' Lim Heen Peok
Chairman
APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
This appendix serves as an explanatory statement, as required under Rule 13.08 of the GEM Listing Rules, to provide 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 Buy-back Mandate to the Directors.
- GEM LISTING RULES RELATING TO BUY-BACK OF SHARES
The GEM Listing Rules permit companies whose primary listings are on the Stock Exchange to buy back 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 GEM Listing Rules provide that the shares of such company must be fully paid up and all buy-backs 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 923,321,600 Shares in issue.
Subject to the passing of the proposed resolution granting the Buy-back Mandate and on the basis that no new Shares are issued and no Shares are bought back 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 Buy-back Mandate to buy back up to a maximum of 92,332,160 Shares, representing 10% of the issued share capital of the Company (excluding treasury shares, if any) as at the Latest Practicable Date.
- REASONS FOR THE BUY-BACKS
The Directors believe that the Buy-back 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 buy back Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Such buy-backs 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 buy-backs will benefit the Company and the Shareholders as a whole.
- FUNDING OF BUY-BACKS
Buy-backs must be paid out of funds legally available for the purpose in accordance with the Articles of Association, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company is prohibited from buying back its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Cayman Islands laws, any buy-backs by the Company may be made out of profits or out of the Company's share premium account or out of the proceeds of a fresh issue of Shares made for the purpose of the buy-back or, if so authorised by the Articles of Association and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be
- 10 -
APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
purchased must be provided for out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles and subject to the provisions of the Companies Law, out of capital.
5. MATERIAL ADVERSE IMPACT IN THE EVENT OF BUY-BACK IN FULL
Taking into account the current working capital position of the Group, the Directors consider that, if the Buy-back Mandate were to be carried out in full at any time during the proposed buy-back period, it might have a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the most recent published audited accounts contained in the financial report of the Company for the year ended 31 December 2024. However, the Directors do not intend to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
6. SHARE PRICES
The highest and lowest prices at which the Shares traded on GEM during the twelve months preceding the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 0.240 | 0.171 |
| May | 0.220 | 0.180 |
| June | 0.220 | 0.168 |
| July | 0.210 | 0.148 |
| August | 0.160 | 0.126 |
| September | 0.154 | 0.115 |
| October | 0.165 | 0.135 |
| November | 0.155 | 0.115 |
| December | 0.119 | 0.096 |
| 2025 | | |
| January | 0.113 | 0.095 |
| February | 0.155 | 0.094 |
| March | 0.320 | 0.157 |
| April (up to the Latest Practicable Date) | 0.230 | 0.195 |
APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
7. GENERAL INFORMATION AND STATEMENTS IN RELATION TO THE BUY-BACK
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 Buy-back Mandate if the Buy-back Mandate is approved by the Shareholders at the Annual General Meeting, and the conditions (if any) to which the Buy-back Mandate is subject are fulfilled.
The Directors will exercise the power of the Company to make buy-backs pursuant to the Buy-back Mandate in accordance with the GEM Listing Rules and the applicable 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.
No core 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 sell any of the Shares held by them to the Company, in the event that the grant of the Buy-back Mandate is approved by the Shareholders at the Annual General Meeting, and the conditions (if any) to which the Buy-back Mandate is subject are fulfilled.
The Company confirms that neither this explanatory statement nor the proposed buy back of Shares has any unusual features. The Company also confirms that it intends to cancel the Shares bought back following settlement of any such buy-backs.
- 12 -
APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
8. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to buy back securities pursuant to the Buy-back Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or 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.
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
(L)
(Note 1) | Approximate
percentage of
existing
shareholding
(Note 2) | Approximate
percentage of
shareholding
if the Buy-back Mandate
is exercised
in full
(Note 3) |
| --- | --- | --- | --- | --- |
| PRG Holdings | Beneficial owner | 625,224,000 | 67.72% | 75.24% |
| Jim Ka Man | Beneficial owner | 52,612,000 | 5.70%
(Note 4) | 6.33% |
| | Interest of spouse | 3,796,000 | 0.41%
(Note 5) | 0.46% |
| Ng Yan Cheng | Beneficial owner | 66,693,600 | 7.22%
(Note 6) | 8.03% |
APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
Notes:
(1) The letter “L” denotes a long position in the shareholder’s interest in the issued share capital of the Company.
(2) The percentage of shareholding was calculated based on the total issued share capital of 923,321,600 Shares as at the Latest Practicable Date.
(3) The percentage of shareholding is calculated on the basis of 830,989,440 Shares (based on 923,321,600 Shares in issue as at the Latest Practicable Date and assuming the Buy-back Mandate was exercised in full).
(4) According to the disclosure of interest form filed by Jim Ka Man on 11 March 2025, Jim Ka Man had acquired up to 52,612,000 Shares as at 6 March 2025.
(5) According to the disclosure of interest form filed by Jim Ka Man on 11 March 2025, Jim Ka Man was deemed to be interested in 3,796,000 Shares held directly by her spouse under Part XV of the SFO.
(6) According to the disclosure of interest form filed by Ng Yan Cheng on 29 August 2024, Ng Yan Cheng had acquired up to 66,693,600 Shares as at 28 August 2024.
As at the Latest Practicable Date and insofar the Directors are aware of, the largest substantial shareholder of the Company is PRG Holdings. On the basis of 923,321,600 Shares in issue as at the Latest Practicable Date and assuming there is no further issue or buy-backs of Shares during the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, if the Buy-back Mandate were exercised in full, the shareholding in the Company of PRG Holdings would be increased from approximately 67.72% to approximately 75.24% of the total number of issued Shares. Such increase would not give rise to an obligation on the part of PRG Holdings and parties acting in concert (as defined in the Takeovers Code) with it to make a mandatory offer under Rule 26 of the Takeovers Code, but would result in the aggregate amount of the issued Shares in the public hands being reduced to less than 25%.
The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buy-back pursuant to the Buy-back Mandate.
The Directors have no intention to exercise the Buy-back Mandate to such an extent that would result in (i) any obligation of each of the above Shareholders and parties acting in concert (as defined in the Takeovers Code) with them to make a mandatory offer under the Takeovers Code or (ii) the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.
- SHARE BUY-BACK MADE BY THE COMPANY
The Company did not buy back any Shares in the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).
APPENDIX II BIOGRAPHICAL 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.
Dato' Lim Heen Peok ("Dato' Lim")
Dato' Lim, aged 76, is the chairman and a non-executive Director. He was appointed as a non-executive Director on 26 April 2017. He is responsible for giving guidance on the long term strategic planning of the Group.
Dato' Lim obtained Bachelor of Science (First Class Honours) in Mechanical Engineering from University of Strathclyde in the United Kingdom in June 1975. He had more than 30 years of experience in the automotive industry with rich experience in production, distribution and retail.
He assumed office, among others, in the following entities:
| Period of time | Position | Name of entity |
|---|---|---|
| 1988 to 1999 | director | Otomobil Sejahtera Sdn. Bhd. |
| 1988 to 2004 | director | KYB — UMW Malaysia Sdn. Bhd. |
| 1998 to 2004 | director | UMW Toyota Motor Sdn. Bhd. |
| 1998 to 2004 | director | Seat Industries (Malaysia) Sdn. Bhd. |
| 1998 to 2004 | director | Assembly Services Sdn. Bhd. |
| 1998 to 2004 | director (appointed as the chairman in 2004) | Automotive Industries Sdn. Bhd. |
| 1990 to 2004 | chairman | JTEKT Automotive (Malaysia) Sdn. Bhd. (formerly known as T&K Autoparts Sdn. Bhd.) |
| 2002 to 2004 | director | Toyota Capital Malaysia Sdn. Bhd. |
| 2003 to 2004 | chairman | Toyota Boshoku UMW Sdn. Bhd. |
| 2005 to 2008 | independent non-executive director | Alliance Bank Malaysia Berhad |
| 2006 to 2012 | independent non-executive director | PROTON Holdings Berhad |
| 2016 to March 2025 | independent non-executive director | Liberty General Insurance Berhad |
| 2023 to March 2025 | independent non-executive director | Amgeneral Insurance Berhad |
| 2019 to Present | independent non-executive director | Assunta Hospital |
He was also a vice president of the Malaysian Automotive Association from January 2000 to March 2003. He was appointed on the Board of Governors of the Japanese Chamber of Trade & Industry Malaysia Foundation from 2015 to Present.
APPENDIX II BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
As at the Latest Practicable Date, Dato' Lim is a beneficial owner of 108,800 shares of PRG Holdings, representing approximately 0.02% direct interest in the issued share capital of PRG Holdings.
Dato' Lim has entered into a letter of appointment with the Company confirming his appointment as a non-executive Director for a term of an initial term of two years, commencing from 20 September 2017, the appointment of which may be terminated by either party by giving two months' notice in writing. Dato' Lim is currently appointed not for a specific term. Dato' Lim is subject to retirement by rotation and re-election at annual general meeting in accordance with the Articles. Pursuant to the letter of appointment, Dato' Lim received a director's fee of RM80,000 from the Group for the year ended 31 December 2024, which is determined with reference to his duties and responsibilities in the Company.
Mr. Ho Ming Hon ("Mr. Ho")
Mr. Ho, aged 49, is an independent non-executive Director. He joined the Group and was appointed as an independent non-executive Director on 20 September 2017. He is also the chairman of the audit committee and risk management committee and a member of the remuneration committee and nomination committee of the Board. He is responsible for overseeing the management of the Group independently.
Mr. Ho obtained Bachelor of Accounting from the National University of Malaysia in Malaysia in May 1998. He is a Certified Public Accountant and a member of The Malaysian Institute of Certified Public Accountants. He is currently a senior vice-president and Head of Group Finance and Corporate Services of PBS Berhad (formerly known as Pelikan International Corporation Bhd.), a company whose shares are listed on Bursa Malaysia Securities Berhad.
Mr. Ho has entered into a letter of appointment with the Company confirming his appointment as an independent non-executive Director for an initial term of two years, commencing from 20 September 2017, the appointment of which may be terminated by either party by giving at least two months' notice in writing. Mr. Ho is currently appointed not for a specific term. Mr. Ho is subject to retirement by rotation and re-election in accordance with the provisions of the Articles. Pursuant to the letter of appointment, Mr. Ho received a director's fee of RM60,000 from the Group for the year ended 31 December 2024, which is determined with reference to his duties and responsibilities in the Company.
- 16 -
APPENDIX II BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Dato' Lee Chee Leong ("Dato' Lee")
Dato' Lee, aged 67, is an independent non-executive Director. He was appointed as an independent non-executive Director on 25 March 2020. He is also the chairman of the remuneration committee and a member of the audit committee, nomination committee and risk management committee of the Board. He is responsible for overseeing the management of the Group independently.
Dato' Lee obtained Bachelor of Arts majoring in accounting and finance from Bristol Polytechnic (with honours) in England in 1981. Dato' Lee has held a long and distinguished career in politics in Malaysia and is a member of the Malaysian Chinese Association. Dato' Lee's career commenced in 1996 as a member of the Youth Central Committee and, through the years, had progressed through various roles such as the Kampar Division Chairman and Perak State Liaison Vice Chairman in 2005, Perak State liaison secretary and central committee member in 2008, presidential council member and central committee member from 2009 to 2013, vice president and Kedah State liaison chairman from 2013 to 2018, and the treasurer general and Kampar division chairman from 2018 to 2023.
Dato' Lee has entered into a letter of appointment with the Company confirming his appointment as an independent non-executive Director for an initial term of two years, commencing from 25 March 2020, the appointment of which may be terminated by either party by giving two months' notice in writing. Dato' Lee is currently appointed not for a specific term. Dato' Lee is subject to retirement by rotation and re-election at annual general meeting in accordance with the Articles. Pursuant to the letter of appointment, Dato' Lee received a director's fee of RM60,000 from the Group for the year ended 31 December 2024, which is determined with reference to his duties and responsibilities in the Company.
Ms. Tai Lung Hsing ("Ms. Tai")
Ms. Tai, aged 54, is an independent non-executive Director. She was appointed as an independent non-executive Director on 20 December 2024. She is also a member of the audit committee, remuneration committee, nomination committee and risk management committee of the Board. She is responsible for overseeing the management of the Group independently.
Ms. Tai obtained Master's degree in Business Administration from University of South Australia in 2001.
Ms. Tai has an extensive experience in managing human resources across various multinational corporations and industries. During the period from February 2006 to December 2009, she was the Human Resource Director of Volkswagen Group Malaysia. She subsequently joined Audi China as Regional Human Resources Director until February 2013. She was the Vice President of Human Resources, Global Operations, of Beijing Automotive International Corporation, a subsidiary of BAIC Motor Corporation Limited (stock code: 1958) from June 2013 to March 2015, where she led a larger human resources team, further honing her leadership skills in a different organisational context. She was the Vice President of Human Resources, Greater China and Director of Human Resources Business Partners, Asia-Pacific of Faraday Future Electric Vehicles and FCA Fiat Chrysler Automobiles, from April 2015 to
- 17 -
APPENDIX II BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
January 2016 and from February 2016 to June 2018, respectively. During the period from July 2018 to December 2020, Ms. Tai was the Head of Human Resources, Greater China, and Diversity & Inclusion Officer, Mainland China of National Basketball Association (NBA) China.
Ms. Tai is currently a consulting advisor of Lee Hecht Harrison and Hello Ezra through the engagement with LHH DBM Management Consulting (Shanghai) Co. Ltd. She is also the founder of Xinmoer (Shanghai) Technology Co., Ltd. (鑫摩耳(上海)科技有限公司), Furong (Shanghai) Enterprise Management Consulting Co., Ltd. (賦容(上海)企業管理諮詢有限公司) and 5M Technology Sdn. Bhd..
Ms. Tai has entered into a letter of appointment with the Company with one year term and shall continue yearly thereafter until being terminated by not less than two months' written notice served by either party on the other. Ms. Tai is subject to retirement by rotation and re-election in accordance with the provisions of the Articles. Pursuant to the letter of appointment, Ms. Tai will receive an annual director's fee of RM60,000. She received a director's fee of RM1,935.50 from the Group for the year ended 31 December 2024, which is determined with reference to her duties and responsibilities in the Company.
GENERAL
As at the Latest Practicable Date, save as disclosed above, none of the above retiring Directors:
(1) held other positions in the Group or had other major appointments and professional qualifications;
(2) held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the Latest Practicable Date;
(3) had any other relationship with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company or its subsidiaries; and
(4) held any interest in the shares, underlying shares or debentures of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders pursuant to any of the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules nor is there other information to be disclosed pursuant to the requirements of the GEM Listing Rules in relation to the re-election of the above retiring Directors.
- 18 -
NOTICE OF ANNUAL GENERAL MEETING
FURNIWEB HOLDINGS LIMITED
飛霓控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8480)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of FURNIWEB HOLDINGS LIMITED (飛霓控股有限公司) (the “Company”) will be held at Lot 1883, Jalan KPB 9, Kg. Bharu Balakong, 43300 Seri Kembangan, Selangor, Malaysia on Thursday, 15 May 2025 at 10:00 a.m. to consider, if thought fit, transact the following businesses:
As Ordinary Business
-
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 auditor (the “Auditor”) of the Company for the year ended 31 December 2024.
-
To re-elect the following Directors, each as a separate resolution:
(a) Dato’ Lim Heen Peok, as a non-executive Director;
(b) Mr. Ho Ming Hon, as an independent non-executive Director;
(c) Dato’ Lee Chee Leong, as an independent non-executive Director; and
(d) Ms. Tai Lung Hsing, as an independent non-executive Director,
and to authorise the board (the “Board”) of Directors to fix the remuneration of the Directors.
-
To declare a final dividend of HK$0.01 per share of the Company for the year ended 31 December 2024.
-
To re-appoint BDO Limited as the Auditor for the year ending 31 December 2025 and to authorise the Board to fix the remuneration of the Auditor.
-
19 -
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 paragraphs (c) and (d) below, pursuant to the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”) and all other applicable laws, the exercise by the directors (the “Directors”) of the Company during the Relevant Period (as defined in paragraph (e) below) of all the powers of the Company to allot, issue and deal with the unissued shares (the “Shares”) of HK$0.10 each 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 the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) 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 of the Company 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) above, otherwise than pursuant to:
(i) a Rights Issue (as hereinafter defined in paragraph (e) below);
(ii) the exercise of 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 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 the Company and other relevant regulations in force from time to time; or
- 20 -
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 aggregate number of Shares in issue (excluding treasury shares, if any) as at the date of the passing of this resolution, and the said approval shall be limited accordingly;
(d) the Company may not issue securities convertible into new Shares for cash consideration unless the initial conversion price is not lower than the Benchmarked Price (as hereinafter defined in paragraph (e) below) of the Shares at the time of the relevant placing, and the Company may not issue warrants, options or similar rights to subscribe for (i) any new Shares; or (ii) any securities convertible into new Shares, for cash consideration pursuant to the approval in paragraph (a) above; and
(e) for the purpose of this resolution:
"Benchmarked Price" means the higher of:
(i) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities pursuant to the approval in paragraph (a) above;
(ii) the average closing price in the 5 trading days immediately prior to the earlier of:
(1) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities pursuant to the approval in paragraph (a) above;
(2) the date of the placing agreement or other agreement involving the proposed issue of securities pursuant to the approval in paragraph (a) above; and
(3) the date on which the placing is fixed.
"Relevant Period" means the period from the date 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 or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
- 21 -
NOTICE OF ANNUAL 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).
- 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) below, the exercise by the directors (the “Directors”) of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to buy back the shares (the “Shares”) of HK$0.10 each in the share capital of the Company on the GEM of 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 Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and the same is hereby generally and unconditionally approved;
(b) the aggregate number of Shares which may be bought back or agreed to be bought back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of Shares in issue (excluding treasury shares, if any) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:
(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 or any other applicable law of the Cayman Islands to be held; or
- 22 -
NOTICE OF ANNUAL GENERAL MEETING
(iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in 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 being passed, the unconditional general mandate granted to the directors (the “Directors”) of the Company 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 aggregate number of the ordinary shares (the “Shares”) of HK$0.10 each in the share capital of the Company 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 aggregate number of Shares bought back by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 6 above.”
Yours faithfully
By order of the Board
FURNIWEB HOLDINGS LIMITED
Dato’ Lim Heen Peok
Chairman
Hong Kong, 22 April 2025
Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Headquarters:
Lot 1883, Jalan KPB 9
Kg. Bharu Balakong
43300 Seri Kembangan Selangor
Malaysia
Principal place of business
in Hong Kong:
31st Floor, 148 Electric Road
North Point
Hong Kong
Notes:
-
A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares (the “Shares”) in the Company may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.
-
In the case of joint registered holders of any Share, any one of such joint holders may vote at the Meeting (or any adjournment thereof), either personally or by proxy, in respect of such Share as if he was solely entitled thereto; but if more than one of such joint holders are present at the Meeting (or any adjournment thereof) personally or by proxy, that one of the said joint holders so presents whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.
NOTICE OF ANNUAL GENERAL MEETING
-
In order 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 Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours (i.e. 10:00 a.m. on Tuesday, 13 May 2025) before the time for holding the Meeting or at any adjournment thereof (as the case may be).
-
Completion and delivery 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, and in such event, the form of proxy shall be deemed to be revoked.
-
The record date for determining the entitlement of the holders of Shares to attend and vote at the Meeting will be Thursday, 15 May 2025. The Company's register of members will be closed from Monday, 12 May 2025 to Thursday, 15 May 2025 (both days inclusive). All transfer of Shares accompanied by the relevant share certificates must be lodged with the Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Friday, 9 May 2025.
-
The record date for determining the entitlement of the holders of Shares to receive the proposed final dividend for the year ended 31 December 2024 (subject to and upon approval of the Meeting) will be Friday, 30 May 2025. The Company's register of members will be closed from Wednesday, 28 May 2025 to Friday, 30 May 2025 (both days inclusive). All transfer of Shares accompanied by the relevant share certificates must be lodged with the Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Tuesday, 27 May 2025.
-
In relation to the proposed resolution numbered 2 above, the biographical information and other details of the directors of the Company proposed to be re-elected are set out in Appendix II to the circular of the Company of which this notice of annual general meeting forms part.
-
In relation to resolutions numbered 5 and 7 above, approval is being sought from the shareholders of the Company for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares in accordance with all applicable laws and the GEM Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be allotted and issued upon exercise of the subscription rights attached to options granted under the share option scheme of the Company or any scrip dividend scheme which may be approved by the shareholders of the Company.
-
In relation to resolution numbered 6 above, approval is being sought from shareholders of the Company for the grant to the Directors of a general mandate to buy back Shares in accordance with all applicable laws and the GEM Listing Rules. The Directors wish to state that they will exercise the powers conferred thereby to buy back the Company's shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix I to the circular of the Company of which this notice of annual general meeting forms part.
-
In compliance with Rule 17.47(4) of the GEM Listing Rules, voting on each of the proposed resolutions set out in this notice of the Meeting will be taken by way of a poll.
As at the date of this notice, the non-executive Directors are Dato' Lim Heen Peok (the chairman) and Mr. Ng Tzee Penn, the executive Directors are Er. Kang Boon Lian, Mr. Andrew Chan Lim-Fai and Mr. Tan Chuan Dyi, and the independent non-executive Directors are Mr. Ho Ming Hon, Dato' Sri Dr. Hou Kok Chung, Dato' Lee Chee Leong and Ms. Tai Lung Hsing.
- 24 -
NOTICE OF ANNUAL GENERAL MEETING
This notice, for which the directors (the “Directors”) of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.
This notice will remain on the “Latest Listed Company Information” page of The Stock Exchange of Hong Kong Limited website at www.hkexnews.hk for at least 7 days from the date of its posting. This notice will also be posted on the Company’s website at www.furniweb.com.my.
- 25 -