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Gemilang International Limited — Proxy Solicitation & Information Statement 2025
Feb 18, 2025
50985_rns_2025-02-18_8b4a6adf-b2b7-45fd-93ae-255bce61f794.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 shares in Gemilang International Limited, you should at once hand this circular, together with the enclosed 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.
Gemilang International Limited
彭順國際有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6163)
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used on this cover page shall have the same meanings as defined in this circular.
A notice convening the AGM to be held at VIP Room I-II, 4/F, Park Hotel Hong Kong, 61-65 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 14 March 2025 at 10:00 a.m. is set out on pages 15 to 18 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gml.com.my).
Whether or not you are able to attend the AGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. no later than 10:00 a.m. on Wednesday, 12 March 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and, in such event, the form of proxy shall be deemed to be revoked.
18 February 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
INTRODUCTION ... 3
PROPOSED GRANT OF THE GENERAL MANDATE AND
REPURCHASE MANDATE ... 4
PROPOSED RE-ELECTION OF DIRECTORS ... 5
AGM ... 7
RESPONSIBILITY STATEMENT ... 7
RECOMMENDATION ... 7
GENERAL ... 7
APPENDIX I – EXPLANATORY STATEMENT ON
THE REPURCHASE MANDATE ... 8
APPENDIX II – DETAILS OF DIRECTOR PROPOSED TO BE RE-ELECTED
AT THE AGM ... 12
NOTICE OF AGM ... 15
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held at VIP Room I-II, 4/F, Park Hotel Hong Kong, 61-65 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 14 March 2025 at 10:00 a.m. or any adjournment thereof to consider and, if thought fit, to approve, among other things, (i) the granting of the General Mandate (including the extended General Mandate) and the Repurchase Mandate to the Directors; and (ii) the re-election of Director
"Articles of Association"
the articles of association of the Company as amended from time to time, and the "Article" shall mean an article of the Articles of Association
"Audit Committee"
audit committee of the Company
"Board"
the board of Directors
"close associate(s)"
has the meaning ascribed to this term under the Listing Rules
"Companies Act"
the Companies Act of the Cayman Islands, Cap. 22 (Act 3 of 1961, as consolidated and revised) as amended, supplemented or otherwise modified from time to time
"Company"
Gemilang International Limited 彭順國際有限公司, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 6163)
"core connected person(s)"
has the meaning ascribed to this term under the Listing Rules
"Director(s)"
the director(s) of the Company
"General Mandate"
the general mandate proposed to be granted to the Directors to allot, issue or deal with new Shares not exceeding 20% of the number of the issued Shares (excluding treasury shares) as at the date of the passing of the relevant resolution(s) granting such mandate at the AGM
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
DEFINITIONS
| “Latest Practicable Date” | 10 February 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular |
|---|---|
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “Nomination Committee” | nomination committee of the Company |
| “PRC” | the People’s Republic of China (for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan) |
| “Remuneration Committee” | remuneration committee of the Company |
| “Repurchase Mandate” | the repurchase mandate proposed to be granted to the Directors to repurchase up to 10% of the number of issued Shares (excluding treasury shares) as at the date of the passing of the relevant resolution(s) granting such mandate at the AGM |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s) of HK$0.01 each in the share capital of the Company |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Share Registrar” | Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong |
| “treasury shares” | has the meaning ascribed to this term under the Listing Rules |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “%” | per cent |
2
LETTER FROM THE BOARD
Gemilang International Limited
彭順國際有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6163)
Executive Directors:
Mr. Pang Chong Yong
(Chairman and Chief Executive Officer)
Mr. Yik Wai Peng (Chief Financial Officer)
Mr. Pang Jun Jie
Independent non-executive Directors:
Mr. Huan Yean San
Mr. Andrew Ling Yew Chung
Ms. Kwok Yuen Lam Sophia
Registered office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal place of business
in Hong Kong:
Room 1102, Tower 1
Ever Gain Plaza
88 Container Port Road
Kwai Chung, Hong Kong
18 February 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed to seek the Shareholders' approval for, among other things, (i) the granting of the General Mandate (including the extended General Mandate) and the Repurchase Mandate to the Directors; and (ii) the re-election of Directors.
LETTER FROM THE BOARD
PROPOSED GRANT OF THE GENERAL MANDATE AND REPURCHASE MANDATE
At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the General Mandate and the Repurchase Mandate.
General Mandate
At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the General Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the number of issued Shares (excluding treasury shares) as at the date of the passing of the relevant resolution(s) approving the General Mandate.
In addition, a separate ordinary resolution will further be proposed for extending the General Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.
As at the Latest Practicable Date, the Company has an aggregate of 251,364,000 Shares in issue. Subject to the passing of the resolutions for the approval of the General Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the General Mandate to allot, issue and deal with a maximum of 50,272,800 Shares.
Repurchase Mandate
At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the number of issued Shares (excluding treasury shares) as at the date of the passing of the relevant resolution(s) approving the Repurchase Mandate.
Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 25,136,400 Shares.
LETTER FROM THE BOARD
The General Mandate (including the extended General Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the revocation or variation of the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.
PROPOSED RE-ELECTION OF DIRECTORS
Under code provision B.2.2 set out in the Corporate Governance Code contained in Appendix C1 to the Listing Rules, every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.
Pursuant to Article 83(3), any Director appointed by the Board to fill a casual vacancy or as an addition to the existing Board shall hold office until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election. Accordingly, Ms. Kwok Yuen Lam Sophia shall retire from office at the AGM and, being eligible, she will offer herself for re-election as an independent non-executive Director at the AGM pursuant to Article 83(3).
Pursuant to Article 84(1), notwithstanding any other provisions in the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director shall be subject to retirement by rotation at least once every three years.
Pursuant to Article 84(2), any Director appointed by the Board pursuant to Article 83(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.
At the forthcoming AGM, each of Mr. Yik Wai Peng and Mr. Andrew Ling Yew Chung shall retire from office and being eligible, shall offer himself for re-election, as an executive Director or an independent non-executive Director (as the case may be) at the AGM pursuant to Article 84(1). At the AGM, an ordinary resolution will be proposed to re-elect Mr. Yik Wai Peng as an executive Director, and each of Mr. Andrew Ling Yew Chung and Ms. Kwok Yuen Lam Sophia as an independent non-executive Director.
Mr. Andrew Ling Yew Chung holds cross-directorship with Mr. Pang Chong Yong and Mr. Pang Jun Jie since they serve on the board of directors of the Company and Greater Bay Holdings Berhad (stock code: 9148.KL), being a company incorporated in Malaysia, whose shares are listed on the Main Market of Bursa Malaysia Securities Berhad. However, the Company considers that such cross-directorship would not undermine the independence of Mr. Ling with respect to his directorship at the Company given that (i) Mr. Ling is not involved in any day-to-day operation of the Company as a non-executive director, and (ii) he has complied and followed with the Company's guidelines on declaration and conflicts clearances. Meanwhile, Mr. Ling will act with integrity and exercise objectivity in the conduct of serving the Company.
LETTER FROM THE BOARD
Mr. Andrew Ling Yew Chung and Ms. Kwok Yuen Lam Sophia, the retiring independent non-executive Directors, have confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee has reviewed the structure and composition of the Board, the skills, knowledge and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and the independence of the independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors at the AGM. The Company considers that Mr. Andrew Ling Yew Chung and Ms. Kwok Yuen Lam Sophia are independent in accordance with the independence guidelines set out in the Listing Rules and believes that their academic background and experience will continue to bring diversity and new perspectives to the Board for its efficient and effective functioning.
Particulars relating to the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
Closure of register of members
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 11 March 2025 to Friday, 14 March 2025, both days inclusive, during which period no transfer of Shares shall be effected. In order to qualify for the entitlement to attend and vote at the forthcoming AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Monday, 10 March 2025.
The expected timetable for the AGM is as follows:
| Events | Hong Kong date and time |
|---|---|
| Latest time for the Shareholders to lodge transfer documents to the Share Registrar in order to be qualified for attending and voting at the AGM | 4:30 p.m. on Monday, 10 March |
| Closure of the register of members (to qualify for attending and voting at the AGM) | Tuesday, 11 March to Friday, 14 March |
| AGM | 10:00 a.m. on Friday, 14 March |
| Announcement of poll results of the AGM posted on the websites of the Stock Exchange and the Company | Friday, 14 March |
LETTER FROM THE BOARD
AGM
A notice convening the AGM to be held at VIP Room I-II, 4/F, Park Hotel Hong Kong, 61-65 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 14 March 2025 at 10:00 a.m. is set out on pages 15 to 18 of this circular. Resolutions will be proposed at the AGM to approve, among other things, (i) the granting of the General Mandate (including the extended General Mandate) and the Repurchase Mandate to the Directors; and (ii) the re-election of the Directors.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published at the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.gml.com.my). Whether or not you are able to attend the AGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. no later than 10:00 a.m. on Wednesday, 12 March 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and, in such event, the form of proxy shall be deemed to be revoked.
All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.
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.
RECOMMENDATION
The Directors consider the proposed grant of the General Mandate (including the extended General Mandate) and the Repurchase Mandate and the proposed re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
GENERAL
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any of the resolutions to be proposed at the AGM.
Yours faithfully,
For and on behalf of the Board
Gemilang International Limited
Pang Chong Yong
Chairman, Chief Executive Officer and Executive Director
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.
- REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS
The Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a “core connected person”, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is passed.
- SHARE CAPITAL
As at the Latest Practicable Date, the aggregate number of issued shares of the Company comprised 251,364,000 fully paid Shares and the Company did not have any treasury shares.
Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 25,136,400 fully paid Shares, representing 10% of the number of issued shares of the Company (excluding treasury shares) as at the date of passing of the resolution.
- REASONS FOR THE REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. When exercising the Repurchase Mandate, the Directors may, subject to market conditions and the Company’s capital management needs at the relevant time of the repurchase, resolve to cancel the shares repurchased following settlement of any such repurchase or hold them as treasury shares. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands. Share repurchase will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
4. FUNDING OF REPURCHASES
Repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available for such purpose under the Company’s memorandum of association, the Articles, the laws of the Cayman Islands and any other applicable laws.
An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 October 2024, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.
5. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months up to and including the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| 2024 | ||
| February | 0.220 | 0.220 |
| March | 0.219 | 0.219 |
| April | 0.195 | 0.194 |
| May | 0.230 | 0.194 |
| June | 0.260 | 0.180 |
| July | 0.225 | 0.220 |
| August | 0.226 | 0.225 |
| September | 0.260 | 0.260 |
| October | – | – |
| November | – | – |
| December | 0.224 | 0.197 |
| 2025 | ||
| January | – | – |
| February (up to the Latest Practicable Date) | – | – |
6. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The Directors undertake that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands. Neither this explanatory statement nor the proposed share repurchase has any unusual features.
If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase 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 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.
A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the following Shareholders were interested in more than 10% of the number of issued Shares:
| Name of Shareholders | Capacity/Nature of Interest | Total number of Shares and underlying Shares held as at the Latest Practicable Date | Approximate % of the issued share capital as at the Latest Practicable Date | Approximate % of the issued share capital should the Repurchase Mandate be exercised in full |
|---|---|---|---|---|
| Golden Castle Investments Limited ("Golden Castle") | Beneficial owner (Note 4) | 82,078,125 | 32.65% | 36.28% |
| Mr. Pang Chong Yong ("Mr. CY Pang") | Interest in controlled corporation (Note 1) | 82,078,125 | 32.65% | 36.28% |
| Beneficial owner (Note 2) | 12,460,000 | 4.96% | 5.51% | |
| Ms. Low Poh Teng ("Ms. Low") | Interest of spouse (Note 3) | 94,538,125 | 37.61% | 41.79% |
| Gold-Face Financial Limited ("Gold-Face") | Person having a security interest in Shares (Note 4 and Note 5) | 82,078,125 | 32.65% | 36.28% |
| Upbest Group Limited ("Upbest Group") | Interest in controlled corporation (Note 4 and Note 5) | 82,078,125 | 32.65% | 36.28% |
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
Notes:
(1) Golden Castle is solely and beneficially owned by Mr. CY Pang. By virtue of the SFO, Mr. CY Pang is deemed to be interested in 82,078,125 Shares held by Golden Castle, representing approximately 32.65% of the entire issued share capital of the Company.
(2) Including 2,500,000 Shares to be allotted and issued by the Company upon the exercise of the share options granted to Mr. CY Pang on 18 August 2023 under the share option scheme of the Company adopted on 21 October 2016 (the "Share Option Scheme").
(3) Ms. Low is the spouse of Mr. CY Pang. As such, Ms. Low is deemed to be interested in all the Shares in which Mr. CY Pang is interested under Part XV of the SFO.
(4) 82,078,125 Shares held by Golden Castle have been charged in favour of Gold-Face as security for a loan granted in favour of Mr. CY Pang, the chairman of the Board, chief executive officer of the Company, executive Director and controlling Shareholder.
(5) As Gold-Face is wholly-owned by Upbest Credit and Mortgage Limited, which in turn is wholly-owned by Upbest Strategic Company Limited and Good Foundation Company Limited in equal parts, which in turn are both wholly-owned by Upbest Financial Holdings Limited, which in turn is wholly-owned by Upbest Group. Upbest Credit and Mortgage Limited, Upbest Strategic Company Limited, Good Foundation Company Limited, Upbest Financial Holdings Limited and Upbest Group are all deemed to be interested in the security interest in the 82,078,125 Shares charged in favour of Gold-Face by virtue of the SFO.
Based on the above shareholding and in the event that the Repurchase Mandate is exercised in full, the aggregate shareholding of above controlling Shareholders would be increased to approximately 41.79% of the issued share capital of the Company. Such increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, the Directors have no intention to exercise any of the Repurchase Mandate to such an extent that will result in a requirement of any Shareholder, or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.
- SHARES REPURCHASE MADE BY THE COMPANY
The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months immediately prior to the Latest Practicable Date.
APPENDIX II
DETAILS OF DIRECTOR PROPOSED TO BE RE-ELECTED AT THE AGM
Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:
- MR. YIK WAI PENG
Mr. Yik Wai Peng (易暐珮*) (“Mr. Yik”), aged 51, was appointed as the executive Director and chief financial officer of the Group on 1 April 2021. As at the Latest Practicable Date, he is also the directors of Gemilang Limited, Gemilang Coachwork Sdn. Bhd. (“Gemilang Coachwork”), GML Coach Technology Pte. Limited, Gemilang (Greater China) Limited, Gemilang (Middle East) Limited, SMG Transit Sdn Bhd, and Hotoh Australia Pty Limited, which are the subsidiaries of the Company. Mr. Yik joined the Group in July 2014 as a financial controller of Gemilang Coachwork. Mr. Yik has over 20 years of experience in accounting and finance. Prior to joining the Group, Mr. Yik was an assistant audit manager at Deloitte Touche Tohmatsu Limited from July 1998 to August 2002. He was an accountant at Eastern Pewter Sdn. Bhd., a pewter manufacturing company, from September 2002 to September 2007. He served as an outsourced consultant of Gemilang Coachwork from September 2007 to June 2014.
Mr. Yik obtained a Bachelor of Accounting from the University of Malaya, Malaysia in August 1998. He was admitted as a member of the Malaysian Institute of Accountants in December 2001, the Malaysian Institute of Certified Public Accountants in June 2002 and a fellow of the Association of Chartered Certified Accountants in November 2006.
Save as disclosed above, Mr. Yik did not hold any directorships in the last three years preceding the Latest Practicable Date in other public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not hold any other positions in the Group.
As at the Latest Practicable Date, Mr. Yik directly holds 258,000 Shares and is also deemed to be interested in 140,000 Shares in which Ms. Tan Siow Yang, being his spouse, holds under Part XV of the SFO. As such, Mr. Yik is, and is deemed to be, interested in an aggregate of approximately $0.16\%$ of the issued share capital of the Company. As at the Latest Practicable Date, Mr. Yik is also interested in 1,500,000 share options granted to him on 18 August 2023 under the Share Option Scheme.
Save as disclosed above, Mr. Yik does not have any relationships with any Directors, senior management, substantial or controlling shareholders of the Company nor any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Mr. Yik has entered into a service agreement with the Company. Mr. Yik’s directorship in the Company shall be for an initial term of three years commencing from 1 April 2024 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other. Mr. Yik is also subject to retirement by rotation and re-election at least once every three years in accordance with the Articles, the Listing Rules and other applicable laws.
Mr. Yik is entitled to an annual emolument of HK$204,000 for acting as the Director of, and/or holding other positions with the Company and a bonus for each financial year of the Company, which is at the discretion of the Board. The annual emolument of Mr. Yik and his discretionary bonus shall be determined with reference to various factors such as duties and level of responsibilities of Mr. Yik, the available information in respect of companies of comparable business or scale, the performance of Mr. Yik and the Group’s performance for the financial year concerned and the prevailing market conditions and based on the recommendation from the Remuneration Committee.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.
- for identification only
APPENDIX II
DETAILS OF DIRECTOR PROPOSED TO BE RE-ELECTED AT THE AGM
2. MR. ANDREW LING YEW CHUNG
Mr. Andrew Ling Yew Chung (林佑仲*) (“Mr. Ling”), aged 33, was appointed as the independent non-executive Director on 1 April 2021. He has over eight years of experience in audit and corporate finance. From March 2013 to February 2016, Mr. Ling served in the audit and assurance practice of Ernst & Young Malaysia. From September 2017 to February 2020, he was a licensed representative of Alliance Capital Partners Limited to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO. From June 2020 to May 2021, Mr. Ling was a non-independent non-executive director of Advanced Packaging Technology (M) Bhd (“Advanced Packaging”). Since June 2021 following his redesignation, he has served as an executive director of Advanced Packaging. After the completion of transfer listing on the Main Market of Bursa Malaysia Securities Berhad from Advanced Packaging to Greater Bay Holdings Berhad (“Greater Bay”), Mr. Ling has also been appointed as an executive director of Greater Bay since 11 November 2023.
Mr. Ling obtained a Bachelor of Commerce in Accounting and Finance from the University of Melbourne, Australia in December 2012 and was admitted as a full member of CPA Australia in November 2016.
As at the Latest Practicable Date, Mr. Ling directly holds 60,000 Shares, representing approximately 0.02% of the issued share capital of the Company. As at the Latest Practicable Date, Mr. Ling is also interested in 250,000 share options granted to him on 18 August 2023 under the Share Option Scheme.
Save as disclosed above, Mr. Ling did not hold any directorships in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not hold any other positions in the Group.
Save as disclosed above, Mr. Ling does not have any other relationships with any Directors, senior management, substantial or controlling shareholders of the Company nor any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Mr. Ling has entered into a letter of appointment with the Company. Mr. Ling’s directorship in the Company shall be for an initial term of three years commencing from 1 April 2024 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other. Mr. Ling’s directorship is also subject to the retirement by rotation and re-election at least once every three years in accordance with the Articles, the Listing Rules and other applicable laws.
Mr. Ling is entitled to an annual emolument of HK$144,000 for acting as the Director of, and/or holding other positions with the Company and a bonus for each financial year of the Company, which is at the discretion of the Board. The annual emolument of Mr. Ling and his discretionary bonus would be determined with reference to various factors such as duties and level of responsibilities of Mr. Ling, the available information in respect of companies of comparable business or scale, the performance of Mr. Ling and the Group’s performance for the financial year concerned and the prevailing market conditions and based on the recommendation from the Remuneration Committee.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.
- for identification only
APPENDIX II
DETAILS OF DIRECTOR PROPOSED TO BE RE-ELECTED AT THE AGM
3. MS. KWOK YUEN LAM SOPHIA
Ms. Kwok Yuen Lam Sophia (郭婉琳) (“Ms. Kwok”), aged 44, was appointed as the independent non-executive Director on 21 June 2024. Ms. Kwok has over 19 years of experience in the legal field. She is currently a solicitor at Jesse H.Y. Kwok & Co., Solicitors & Notaries and a Greater Bay Area qualified lawyer at 廣東廣信君達(白雲)律師事務所 (for transliteration purpose only, Guangdong Guangxin Junda (Baiyun) Law Firm). From May 2012 to January 2014, Ms. Kwok was also an independent non-executive director of China Financial Leasing Group Limited, the shares of which are listed on Main Board of the Stock Exchange (stock code: 2312). Ms. Kwok was also appointed as an independent non-executive director of UBA Investments Limited, the shares of which are listed on Main Board of the Stock Exchange (stock code: 768) since 12 July 2024.
Ms. Kwok obtained the degree of Master of Laws in Information Technology and Intellectual Property Law from The University of Hong Kong in 2009, the Postgraduate Certificate in Laws from City University of Hong Kong in 2007, a Juris Doctor from City University of Hong Kong in 2006 and the degree of Bachelor of Fine Arts (Graphic Design) from California College of the Arts in the United States in 2004. Ms. Kwok was admitted as a solicitor of the High Court of Hong Kong, a member of the Law Society of Hong Kong.
Save as disclosed above, Ms. Kwok did not hold any directorships in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not hold any other positions in the Group.
Save as disclosed above, Ms. Kwok does not have any other relationships with any Directors, senior management, substantial or controlling shareholders of the Company nor any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Ms. Kwok has entered into a letter of appointment with the Company. Ms. Kwok’s directorship in the Company shall be for an initial term of three years commencing from 21 June 2024 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other. Ms. Kwok’s directorship is also subject to the retirement by rotation and re-election at least once every three years in accordance with the Articles, the Listing Rules and other applicable laws.
Ms. Kwok is entitled to an annual emolument of HK$100,200 for acting as the Director of, and/or holding other positions with the Company and a bonus for each financial year of the Company, which is at the discretion of the Board. The annual emolument of Ms. Kwok and her discretionary bonus would be determined with reference to various factors such as duties and level of responsibilities of Ms. Kwok, the available information in respect of companies of comparable business or scale, the performance of Ms. Kwok and the Group’s performance for the financial year concerned and the prevailing market conditions and based on the recommendation from the Remuneration Committee.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.
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NOTICE OF AGM
Gemilang International Limited
彭順國際有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6163)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Gemilang International Limited (the “Company”) will be held at VIP Room I-II, 4/F, Park Hotel Hong Kong, 61-65 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 14 March 2025 at 10:00 a.m. to consider, and if thought fit, transact the following resolutions as ordinary resolutions of the Company with or without modification:
AS ORDINARY RESOLUTIONS
-
To receive, consider and adopt the audited consolidated financial statements and the reports of the directors (the “Directors”) and auditors of the Company for the year ended 31 October 2024.
-
(a) to re-elect Mr. Yik Wai Peng as an executive Director;
(b) to re-elect Mr. Andrew Ling Yew Chung as an independent non-executive Director;
(c) to re-elect Ms. Kwok Yuen Lam Sophia as an independent non-executive Director; and
(d) to authorise the board (the “Board”) of Directors to fix the Directors’ remuneration. -
To re-appoint Messrs. Crowe (HK) CPA Limited as the auditors of the Company and to authorise the Board to fix their remuneration.
-
As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolution:
“THAT:
(a) subject to paragraph (c) below, pursuant to the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the “Shares”) or to resell treasury shares of the Company (if permitted under the Listing Rules) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
15
NOTICE OF AGM
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (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 the aggregate of:
(aa) 20% of the number of issued Shares (excluding treasury shares) on the date of the passing of this resolution; and
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of issued Shares (excluding treasury shares) on the date of the passing of resolution no. 5),
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company and any applicable laws to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
NOTICE OF AGM
"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 holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense 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, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
- "THAT:
(a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the aggregate number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the number of issued Shares (excluding treasury shares) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."
NOTICE OF AGM
- "THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution."
By order of the Board
Gemilang International Limited
Pang Chong Yong
Chairman, Chief Executive Officer and Executive Director
Hong Kong, 18 February 2025
Registered office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal place of business
in Hong Kong:
Room 1102, Tower 1
Ever Gain Plaza
88 Container Port Road
Kwai Chung, Hong Kong
Notes:
-
A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
-
In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the annual general meeting (i.e. no later than 10:00 a.m. on Wednesday, 12 March 2025) or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof, should he/she/it so wish.
-
The record date for determination of entitlements of the shareholders of the Company to attend and vote at the annual general meeting will be on Friday, 14 March 2025. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Monday, 10 March 2025.
18
NOTICE OF AGM
-
In the case of joint holders of shares, any one of such holders may vote at the annual general meeting, 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 annual general meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
-
In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the Listing Rules. The Directors have no immediate plans to issue any new shares of the Company other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.
-
In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase 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 to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of the Company dated 18 February 2025.
-
If typhoon signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the annual general meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.gml.com.my and on the "Latest Company Announcements" page of the Stock Exchange website at www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
-
Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the annual general meeting.
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