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Future World Holdings Limited — Proxy Solicitation & Information Statement 2026
Apr 29, 2026
49306_rns_2026-04-29_df2d1900-6cd9-4286-bcb0-672c1127d6c8.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your securities in Future World Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
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.
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FUTURE WORLD HOLDINGS LIMITED
未來世界控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 572)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF THE RETIRING DIRECTORS, RE-APPOINTMENT OF THE AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING
A letter from the board of directors of Future World Holdings Limited (the “ Company ”) is set out on pages 3 to 6 of this circular. A notice convening an annual general meeting of the Company to be held at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong at 3:00 p.m. on Thursday, 28 May 2026 are set out on pages 15 to 19 of this circular. The proxy form for use at the aforesaid general meeting is enclosed with this circular. Such proxy form is also published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.
Whether or not you intend to attend the annual general meeting, you are requested to complete and return the proxy form in accordance with the instructions printed thereon and deposit the same at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish. For the avoidance of doubt, holders of treasury Shares of the Company (if any) are not entitled to vote at the annual general meeting.
29 April 2026
CONTENTS
| Page | ||
|---|---|---|
| DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
| **LETTER ** | FROM THE BOARD | |
| 1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
| 2. | General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . | 4 |
| 3. | Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
| 4. | Re-appointment of the Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
| 5. | Voting at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
| 6. | Action to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
| 7. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
| 8. | Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
| 9. | Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
| APPENDIX I — EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . |
7 | |
| APPENDIX II — DETAILS OF THE RETIRING DIRECTORS |
||
| PROPOSED FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . | 12 | |
| **NOTICE ** | OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 15 |
– i –
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
“AGM” the annual general meeting of the Company to be held at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Thursday, 28 May 2026 at 3:00 p.m.
-
“AGM Notice” the notice convening the AGM as set out on pages 15 to 19 of this circular
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“Articles” the articles of association of the Company, as amended, supplemented or otherwise modified from time to time
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“Board” the board of Directors
-
“Company” Future World Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
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“Directors” the directors of the Company
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“Group” the Company and its subsidiaries
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“HK$” Hong Kong dollars, the lawful currency of Hong Kong
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“Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China
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“Issue Mandate” a general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares (including any sale and transfer of the Shares out of treasury that are held as treasury Shares) of up to 20% of the aggregate number of the issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution
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“Latest Practicable Date” 20 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
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“Listing Rules”
-
the Rules Governing the Listing of Securities on the Stock Exchange
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“Nomination Committee”
the nomination committee of the Board
– 1 –
DEFINITIONS
“PRC” the People’s Republic of China “Repurchase Mandate” a general mandate proposed to be granted to the Directors at the AGM to repurchase Shares not exceeding 10% of the aggregate number of the issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.4 each in the capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers and Share Buy-backs “treasury Share(s)” has the meaning ascribed to it under the Listing Rules “%” per cent.
– 2 –
LETTER FROM THE BOARD
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FUTURE WORLD HOLDINGS LIMITED 未來世界控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 572)
Executive Directors:
Ms. Wang Qian Mr. Liang Jian Mr. Yu Qingrui Mr. Su Wei Mr. Lai Long Wai
Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Independent Non-executive Directors:
Mr. He Yi Mr. Guo Yaoli Mr. Bong Chin Chung
Principal Office of Business: Room 10, 27/F C C Wu Building 302–308 Hennessy Road Wan Chai, Hong Kong 29 April 2026
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF THE RETIRING DIRECTORS, RE-APPOINTMENT OF THE AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for the approval of (a) the granting to the Directors of the Issue Mandate; (b) the granting to the Directors of the Repurchase Mandate; (c) the extension of the Issue Mandate by adding to it the aggregate number of Shares repurchased under the Repurchase Mandate; (d) the re-election of the retiring Directors; (e) the re-appointment of the auditor; and (f) the notice of the AGM.
– 3 –
LETTER FROM THE BOARD
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
At the AGM, ordinary resolutions will be proposed to grant to the Directors the Issue Mandate and the Repurchase Mandate. Conditional upon the above resolutions being passed, a separate resolution will be proposed to extend the Issue Mandate by adding to it the aggregate number of Shares repurchased under the Repurchase Mandate. Details of these resolutions are contained in the AGM Notice.
As at the Latest Practicable Date, the issued share capital of the Company was 301,507,892 Shares. Assuming that there is no change in the issued share capital of the Company during the period between the Latest Practicable Date and the date of the AGM, the maximum number of Shares which may be issued (or transferred out of treasury) pursuant to the Issue Mandate on the date of passing the resolution approving the Issue Mandate will be 60,301,578 Shares and the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 30,150,789 Shares.
In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.
3. RE-ELECTION OF THE RETIRING DIRECTORS
The Board currently consists of eight Directors, namely Ms. Wang Qian, Mr. Liang Jian, Mr. Yu Qingrui, Mr. Su Wei, Mr. Lai Long Wai, Mr. He Yi, Mr. Guo Yaoli and Mr. Bong Chin Chung.
According to Article 108(A) of the Articles, at each annual general meeting, one third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Company at the general meeting at which a Director retires may fill the vacated office.
According to Article 108(B) of the Articles, the Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
By virtue of Articles 108(A) and 108(B) of the Articles, Ms. Wang Qian, Mr. Yu Qingrui and Mr. Liang Jian, each an executive Director shall retire by rotation at the AGM.
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LETTER FROM THE BOARD
Ms. Wang Qian, Mr. Yu Qingrui and Mr. Liang Jian, being eligible, will offer themselves for re-election at the AGM.
Details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
The Nomination Committee has reviewed the structure and composition of the Board in accordance with the Nomination Policy of the Company and the objective criteria (including but not limited to gender, age, cultural, educational background, professional experience, skills and know-how) with due regard for the benefits of diversity, as set out under the board diversity policy of the Company.
With the recommendation by the Nomination Committee and having considered the skills, knowledge and professional experience of the retiring Directors as described in their respective biographical information set out in Appendix II to this circular, the Board is of the view that each of the above Directors has extensive professional experience in affairs of finance and management and can provide valuable and diverse views, as well as relevant insights to the Board and contribute to the diversity of the Board. The Board recommended the retiring Directors, Ms. Wang Qian, Mr. Yu Qingrui and Mr. Liang Jian, to stand for re-election as Directors at the AGM. Each of the retiring Directors abstained from voting at the relevant Board meetings on respective propositions of their recommendations for re-election by the Shareholders.
4. RE-APPOINTMENT OF THE AUDITOR
Moore CPA Limited (“ Moore ”) will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment.
The Board proposed to re-appoint Moore as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
5. VOTING AT THE AGM
According to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to vote at the AGM will be taken by way of poll and an announcement will be made after the AGM.
For the avoidance of doubt, holders of treasury Shares are not entitled to vote on matters that require Shareholders’ approval at the AGM.
6. ACTION TO BE TAKEN
The AGM Notice is set out on pages 15 to 19 of this circular. A form of proxy for use at the AGM is also enclosed. Whether or not you are able to attend and vote at the AGM, you are requested to read the notice and to complete and sign the accompanying form of proxy in
– 5 –
LETTER FROM THE BOARD
accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
7. RECOMMENDATION
The Directors consider that the Issue Mandate, the Repurchase Mandate, the re-election of Directors and the re-appointment of auditor are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions set out in the AGM Notice.
8. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
9. ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set out in the Appendix I (Explanatory Statement) and Appendix II (Details of the retiring Directors proposed for re-election) of this circular.
Yours faithfully, On behalf of the Board Future World Holdings Limited Wang Qian Chairlady
– 6 –
EXPLANATORY STATEMENT
APPENDIX I
The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company was 301,507,892 Shares. Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased from the Latest Practicable Date up to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 30,150,789 Shares, representing 10% of the issued Shares of the Company (excluding treasury shares) as at the date of the AGM.
The amendments to the Listing Rules which came into effect on 11 June 2024 with respect to treasury shares have removed the requirement to cancel repurchased shares and to adopt a framework to govern the resale of treasury shares. In view of the changes to the Listing Rules, if the Company purchases any Shares pursuant to the Repurchase Mandate, the Company will either cancel the repurchased Shares and/or hold them as treasury Shares, subject to market conditions and the Company’s capital management needs at the relevant time any repurchases of Shares are made. If the Company holds any treasury Shares, any sale or transfer of treasury Shares will be subject to the terms of the Issue Mandate and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
To the extent that any treasury shares are deposited with the Central Clearing and Settlement System (“ CCASS ”) pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company’s own name as treasury Shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions.
2. SOURCE OF FUNDS
Repurchases of Shares by the Company must be made out of funds which are legally available for such purpose in accordance with the Articles, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company shall not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
– 7 –
EXPLANATORY STATEMENT
APPENDIX I
Subject to the above, any repurchase of the Shares by the Company may only be made out of profits of the Company or out of a fresh issue of Shares made for the purpose of the repurchase, or, subject to Cayman Islands Companies Law, out of capital, provided that on the day immediately following the date of repurchase of the Shares, the Company is able to pay its debts as they fall due in the ordinary course of business.
3. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on the market conditions, and funding arrangements at the time, lead to an enhancement of the net asset value of the Company 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.
4. IMPACT OF REPURCHASES
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the consolidated financial position of the Company as at 31 December 2025, being the date of the latest published audited financial statements of the Company) in the event that the Repurchase Mandate is exercised in full. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or its gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
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EXPLANATORY STATEMENT
APPENDIX I
5. SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the last twelve months before the Latest Practicable Date were as follows:
| Month | Highest | Lowest |
|---|---|---|
| HK$ | HK$ | |
| 2025 | ||
| April | 0.440 | 0.375 |
| May | 0.530 | 0.390 |
| June | 0.740 | 0.530 |
| July | 0.600 | 0.485 |
| August | 0.530 | 0.410 |
| September | 0.500 | 0.430 |
| October | 0.670 | 0.475 |
| November | 0.560 | 0.460 |
| December | 0.510 | 0.415 |
| 2026 | ||
| January | 0.530 | 0.455 |
| February | 0.500 | 0.450 |
| March | 0.500 | 0.385 |
| April (up to the Latest Practicable Date) | 0.445 | 0.410 |
6. EFFECT OF THE TAKEOVERS CODE
If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers 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 become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
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EXPLANATORY STATEMENT
APPENDIX I
As at the Latest Practicable Date and to the best of knowledge and belief of the Directors, the following persons were directly or indirectly had an interest in 5% or more of the nominal value of the Shares that carry a right to vote in all circumstances at general meetings of the Company:
| Approximate | |||
|---|---|---|---|
| percentage of | |||
| Approximate | shareholding | ||
| percentage of | if Repurchase | ||
| Number of | existing | Mandate is | |
| Name of Shareholder | Shares | shareholding | exercised |
| China Clean Energy Technology | |||
| Limited | 50,316,589 | 16.69% | 18.54% |
| Lai Long Wai (Note) | 50,316,589 | 16.69% | 18.54% |
| Chu Yuk Shun Joseph | 44,888,310 | 14.89% | 16.54% |
| Sin Lik Man | 23,000,000 | 7.63% | 8.48% |
| Tan Jinkang | 22,440,000 | 7.44% | 8.27% |
| Yip Chun Tat | 21,960,000 | 7.28% | 8.09% |
| Liu Mingzhong | 21,320,000 | 7.07% | 7.86% |
| Yang XuanZi | 20,880,000 | 6.93% | 7.69% |
| Fang Wen Wen | 19,143,000 | 6.35% | 7.05% |
Note: China Clean Energy Technology Limited is wholly owned by Mr. Lai Long Wai, an executive Director and Mr. Lai Long Wai is deemed to have interests in the Shares held by China Clean Energy Technology Limited.
In the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the AGM, the total interests of the above Shareholders would be increased to approximately the respective percentages shown in the last column above. Such increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.
Save as aforesaid, the Directors are not aware of any other consequences, which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.
7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
To the best of the knowledge of the Directors, having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) has any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the
– 10 –
EXPLANATORY STATEMENT
APPENDIX I
Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
8. DIRECTORS’ OBLIGATIONS
The Directors will, so far as the same may be applicable, exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands.
9. REPURCHASES OF SHARES MADE BY THE COMPANY
The Company has not repurchased any Shares whether on the Stock Exchange or otherwise, in the six months preceding the Latest Practicable Date.
10. GENERAL
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of a company’s issued share capital would be in public hands. The Directors do not intend to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
11. NO UNUSUAL FEATURES
The Company and the Directors are of the view that neither the explanatory statement contained in this Appendix I nor the proposed Repurchase Mandate has any unusual features.
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DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
APPENDIX II
The following are the details of the retiring Directors proposed to be re-elected at the AGM.
Ms. Wang Qian (“ Ms. Wang ”), executive Director
Ms. Wang, aged 50, has been appointed as an executive director of the Company and vice chairman of the Board on 31 May 2022 and has re-designated as chairlady of the Board on 31 July 2024. She has over 20 years of experience in finance, investment and management area. From October 2001 to June 2002, she was employed by PricewaterhouseCoopers Consulting, with her last position as a consultant and was primarily responsible for enterprise strategy and financial management consultation. She successively acted as a senior manager of the finance strategy & business development department at the US headquarters of Goodyear Tire & Rubber Company and the Asia-Pacific region Finance Director of Goodyear Engineered Products Company from July 2004 to March 2009, where she was primarily in charge of mergers and acquisitions, and annual operation planning, as well as organising and supervising the financial activities for Asia Pacific region. After Goodyear Engineered Products Company was acquired by The Carlyle Group, she had led several acquisitions and restructuring projects. Since March 2009, she has served as the president of HIXIH Investment, a company principally engaged in the business of equity and securities investment, and she is primarily responsible for company management and investment business, during which she has accomplished and participated in several initial public offering projects in the New York Stock Exchange, the Stock Exchange and the Shanghai Stock Exchange for companies in finance, energy and resources, high-tech industries. She received a certificate of Certified Public Accountant granted by the Accountancy Board in the USA in October 2005. Since January 2016, she has been employed by Huili Resources (Group) Limited, a company listed on the main board of the Stock Exchange (stock code: 1303), as an executive director. Ms. Wang received her bachelor of economics from the Central University of Finance and Economics in July 1998. Ms. Wang received her master of business administration from the Carnegie Mellon University in the USA in May 2004.
The Company has entered into a service agreement with Ms. Wang, pursuant to which Ms. Wang is entitled to a monthly remuneration of HK$25,000 and discretionary bonus of an amount being payable in cash, shares or otherwise, which are determined with reference to her experience, qualification, duties, responsibilities and the prevailing market conditions. She is subject to the provisions of retirement and rotation of Directors under the Articles.
Save as disclosed above, Ms. Wang does not (i) hold any position in the Group; (ii) hold other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) hold any other major appointments and professional qualifications; (iv) have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company; and (v) have any interests in any Share or underlying Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information relating to Ms. Wang which is required to be disclosed under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are
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DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
APPENDIX II
no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Ms. Wang.
Mr. Liang Jian (“ Mr. Liang ”), executive Director
Mr. Liang, aged 45, is an executive director of the Company. He is the senior vice president of 嚴格集團股份有限公司 (formerly known as 哈工大機器人集團股份有限公司) and is in charge of the sales and marketing businesses. Mr. Liang has over 16 years of experience in marketing, investment, finance and management sectors. He was an executive director of Asia Investment Finance Group Limited (stock code: 33), a company listed on the Main Board of the Stock Exchange from 28 November 2018 to 18 December 2018. Mr. Liang is also currently a director of various subsidiaries of the Company. Mr. Liang obtained a bachelor degree of mechanical design manufacturing and its automation from Harbin Engineering University in 2003 and a master degree in business administration from Tongji University (同濟大學) in the PRC in 2010.
Mr. Liang has entered into an agreement with the Company for an unspecified term but he is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles. Under his employment agreement and and subsequent letters of salary adjustment, Mr. Liang is not entitled to any director’s remuneration, which is determined with reference to his experience, qualification, duties, responsibilities and the prevailing market conditions. Mr. Liang is subject to the provisions of retirement and rotation of Directors under the Articles.
Save as disclosed above, Mr. Liang does not (i) hold any position in the Group; (ii) hold other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) hold any other major appointments and professional qualifications; (iv) have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company; and (v) have any interests in any Share or underlying Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information relating to Mr. Liang which is required to be disclosed under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Liang.
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DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
APPENDIX II
Mr. Yu Qingrui (“ Mr. Yu ”), executive Director
Mr. Yu, aged 54, has been appointed as an executive director of the Company in September 2014. Mr. Yu specializes in property investment and trading business in the PRC. After graduating from high-school in 1989, Mr. Yu joined the shipping and trading business in the PRC. He was the general manager of a shipping company before he became a private investor in 2003. In 2011, Mr. Yu joined a marketing and management firm in Shanghai and served as their property investment manager. He is currently an executive director of Smart Fish (stock code: 139), a company listed on the Main Board of the Stock Exchange.
Mr. Yu has entered into an employment agreement with the Company for an unspecified term but he is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles. Under his employment agreement dated 26 September 2014 and subsequent letters of salary adjustment, Mr. Yu is not entitled to a monthly salary which are determined with reference to the market rate and his time, effort and expertise to be exercised on the Group’s affairs and the Company’s remuneration policy; and a year-end bonus of an amount to be determined by the Board.
Save as disclosed above, Mr. Yu does not (i) hold any other position in the Group; (ii) hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) hold any other major appointments and professional qualifications; (iv) have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company; and (v) have any interests in any Share or underlying Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information relating to Mr. Yu which is required to be disclosed under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Yu.
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NOTICE OF AGM
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FUTURE WORLD HOLDINGS LIMITED
未來世界控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 572)
NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of Future World Holdings Limited (the “ Company ”) will be held at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Thursday, 28 May 2026 at 3:00 p.m. for the following purposes:
ORDINARY RESOLUTIONS
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To receive, consider and adopt the audited financial statements and the reports of the directors of the Company (the “ Director(s) ”) and auditor of the Company for the year ended 31 December 2025.
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(a) To re-elect Ms. Wang Qian as an executive Director;
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(b) To re-elect Mr. Liang Jian as an executive Director;
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(c) To re-elect Mr. Yu Qingrui as an executive Director; and
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(d) To authorise the board of Directors to fix the Directors’ remuneration.
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To re-appoint Moore CPA Limited as auditor of the Company and to authorise the board of Directors to fix its remuneration.
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To consider and, if thought fit, pass, with or without amendments, the following resolution as ordinary resolution of the Company:
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(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 and deal with ordinary shares (including any sales and transfer of ordinary shares out of treasury that are held as treasury shares) in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and
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NOTICE OF AGM
any securities carrying rights to subscribe for or convert or exercise into ordinary shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) of this resolution shall authorise the Directors to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities carrying rights to subscribe for or convert or exercise into ordinary shares of the Company) during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
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(c) the aggregate number of the shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:
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(i) a Rights Issue (as hereinafter defined);
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(ii) the exercise of options under a share option schemes of the Company;
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(iii) the exercise of rights of subscription or conversion under the terms of any securities issued by the Company which are convertible or exercisable into shares of the Company; or
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(iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the articles of association (the “ Articles ”) of the Company from time to time;
shall not exceed 20% of the aggregate number of the shares of the Company in issue (excluding any shares that are held as treasury shares) as at the date of passing of this resolution and the said approval shall be limited accordingly; and
- (d) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company’s shareholders in general meetings; and
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NOTICE OF AGM
- (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of the Company or any applicable laws to be held.
“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange).”
(B) “ THAT :
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(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 its ordinary shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
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(b) the aggregate number of the ordinary shares of the Company to be repurchased pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate number of the shares of the Company in issue (excluding any shares that are held as treasury shares) as at the date of passing of this resolution and the said approval shall be limited accordingly; and
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(c) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company’s shareholders in general meetings; and
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(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of the Company or any applicable laws to be held.”
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NOTICE OF AGM
- (C) “ THAT conditional upon the passing of the resolutions numbered 4(A) and 4(B) as set out in the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution numbered 4(A) of the Notice be and is hereby extended by the addition to the aggregate number of the ordinary shares which may be allotted and issued (including any share and transfer of ordinary shares out of treasury that are held as treasury shares) or agreed conditionally or unconditionally to be allotted and issued (including any share and transfer of ordinary shares out of treasury that are held as treasury shares) by the Directors pursuant to such general mandate of an amount representing the aggregate number of the ordinary shares repurchased by the Company pursuant to the general mandate referred to in the resolution numbered 4(B) of the Notice, provided that such amount shall not exceed 10% of the aggregate number of the issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution.”
By Order of the Board Future World Holdings Limited Wang Qian Chairlady
Hong Kong, 29 April 2026
Registered Office:
Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Head Office and Principal Place of Business in Hong Kong:
Room 10, 27/F C C Wu Building 302–308 Hennessy Road Wan Chai, Hong Kong
Notes:
- The register of members will be closed from Thursday, 21 May 2026 to Thursday, 28 May 2026, both days inclusive, during which period no transfer of the Company’s shares will be registered. The record date for attendance and voting at the AGM is Thursday, 28 May 2026. In order to establish the identity of the Company’s shareholders who are entitled to attend and vote at the AGM to be held on Thursday, 28 May 2026, all transfer of the shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration by no later than 4:30 p.m. on Wednesday, 20 May 2026.
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NOTICE OF AGM
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A member of the Company entitled to attend and vote at the AGM convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. For the avoidance of doubt, holders of treasury Shares of the Company (if any) are not entitled to vote at the AGM. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. In case of a recognised clearing house (or its nominees(s) and in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives of the meeting and vote in its stead.
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In order to be valid, proxy form, together with the power of attorney (if required by the Board) or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the AGM or adjourned meeting.
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Completion and deposit of the proxy form will not preclude a member of the Company from attending and voting in person at the AGM convened or any adjourned meeting and in such event, the proxy form will be deemed to be revoked.
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Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/he were solely entitled to vote, but if more than one of such joint holders are present at the AGM, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the name stands first on the registrar of members of the Company in respect of the joint holding.
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If a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 8:00 a.m. to 5:00 p.m. on the date of the AGM, the AGM will be postponed and members will be informed of the date, time and venue of the postponed AGM by a supplementary notice, posted on the respective websites of the Company and Hong Kong Exchanges and Clearing Limited.
If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is cancelled at or before 8:00 a.m. on the date of the AGM and where conditions permit, the AGM will be held as scheduled.
The AGM will be held as scheduled when an amber or red rainstorm warning signal is in force.
After considering their own situations, members of the Company should decide whether they would attend the AGM under bad weather condition and if they do so, they are advised to exercise care and caution.
As at the date of this notice, the board of Directors comprises (i) five executive Directors, namely Ms. Wang Qian, Mr. Liang Jian, Mr. Yu Qingrui, Mr. Su Wei and Mr. Lai Long Wai; and (ii) three independent non-executive Directors, namely Mr. He Yi, Mr. Guo Yaoli and Mr. Bong Chin Chung.
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