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Gudou Holdings Limited Proxy Solicitation & Information Statement 2025
51381_rns_2025-04-30_023eeaf6-3e69-49ef-a727-16be7f21d110.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 licensed dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Gudou 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.
GUDOU HOLDINGS LIMITED
古兜控股有限公司
(incorporated in the Cayman Islands with limited liability)
(stock code: 8308)
(i) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(ii) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND
(iii) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Gudou Holdings Limited (the "Company") to be held at 2:00 p.m. on 20 June 2025 at Gudou Hot Spring Resort, Yamen Town, Jiangmen City, Guangdong Province, China is set out on pages N-1 to N-5 of this circular. A form of proxy for the annual general meeting is enclosed with this circular.
Whether or not you are able to attend the annual general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time of the annual general meeting or any adjournment thereof to the Hong Kong branch share registrar of the Company, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.
This circular will remain on the HKEX website at www.hkexnews.hk on the "Latest Listed Company Information" page for at least seven days from the date of its posting and will also be published on the Company's website at www.gudouholdings.com.
30 April 2025
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
— i —
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I — EXPLANATORY STATEMENT ... I-1
APPENDIX II — PARTICULARS OF DIRECTORS SUBJECT
TO RE-ELECTION AND DIRECTORS’
SERVICE CONTRACTS ... II-1
NOTICE OF THE ANNUAL GENERAL MEETING ... N-1
— ii —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be held at 2:00 p.m. on 20 June 2025 at Gudou Hot Spring Resort, Yamen Town, Jiangmen City, Guangdong Province, China, the notice of which is set out on pages N-1 to N-5 of this circular, and any adjournment thereof
“Articles” the existing amended and restated articles of association of the Company which were adopted by a special resolution passed by the Shareholders on 21 June 2024
“Board” the board of Directors
“close associate(s)” has the meaning ascribed to it under the GEM Listing Rules
“Companies Act” the Companies Act (as revised) of the Cayman Islands, as amended, supplemented and/or otherwise modified from time to time
“Company” Gudou Holdings Limited（古兜控股有限公司），a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM
“core connected person(s)” has the meaning ascribed to it under the GEM Listing Rules
“Director(s)” director(s) of the Company
“Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that the total number of Shares which may be allotted and issued under the Issue Mandate may be increased by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate
“GEM” GEM of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
— 1 —
DEFINITIONS
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with new Shares up to a maximum of 20% of the aggregate number of issued Shares as at the date of passing the relevant resolution at the Annual General Meeting
"Latest Practicable Date"
28 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"PRC"
the People's Republic of China, save that, for the purpose of this circular and unless the context otherwise requires, references in this circular do not include Hong Kong, Macau Special Administration Region of the PRC and Taiwan
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase on the Stock Exchange such number of Shares not exceeding 10% of the aggregate number of issued Shares (excluding Treasury Shares, if any) as at the date of passing the relevant resolution at the Annual General Meeting
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"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)
"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
"Treasury Shares"
Shares repurchased and held by the Company in treasury, as authorised by the laws of the Cayman Islands and the Articles which include Shares repurchased by the Company and held or deposited in CCASS (as defined in the GEM Listing Rules) for sale on the Stock Exchange
"%"
per cent.
— 2 —
LETTER FROM THE BOARD
GUDOU HOLDINGS LIMITED
古兜控股有限公司
(incorporated in the Cayman Islands with limited liability)
(stock code: 8308)
Executive Directors:
Mr. Han Jim Zhao Ping (Chairman)
Mr. Hon Chi Ming
Mr. Wu Weibin
Mr. Wang Jun
Non-executive Director:
Ms. Huang Yi
Independent non-executive Directors:
Mr. Chan Cheuk Ho
Ms. Zhang Shaomin
Mr. E Yau Lai
Registered office:
c/o Ocorian Trust (Cayman) Limited
Windward 3, Regatta Office Park
P.O. Box 1350
Grand Cayman
KY1-1108
Cayman Islands
Principal place of business
in Hong Kong:
Room 1206, 12th Floor
Golden Gate Commercial Building
136-138 Austin Road
Tsimshatsui,
Kowloon,
Hong Kong
30 April 2025
To the Shareholders
Dear Sir or Madam,
(i) PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES;
(ii) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
AND
(iii) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The primary purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you a notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include resolutions relating to, among other things, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of retiring Directors.
— 3 —
LETTER FROM THE BOARD
PROPOSED GENERAL MANDATE TO ISSUE SHARES
In the annual general meeting of the Company held on 21 June 2024, the Shareholders granted a general mandate to the Directors to allot and issue Shares. Such mandate will expire at the conclusion of the Annual General Meeting.
To allow flexibility for the Directors to issue Shares in a timely manner in the interest of the Company and its Shareholders, at the Annual General Meeting, an ordinary resolution will be proposed in respect of granting the Directors the Issue Mandate, i.e. a general and unconditional mandate to allot, issue and deal with new Shares up to 20% of the aggregate number of issued Shares as at the date of passing of the relevant resolution. As at the Latest Practicable Date, a total of 1,245,800,767 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Directors will be allowed under the Issue Mandate to allot, issue and deal with a maximum of 249,160,153 Shares.
Pursuant to the GEM Listing Rules, unless the Stock Exchange agrees otherwise, in the event the Issue Mandate is exercised and Shares are issued for cash consideration under the Issue Mandate, the issue price of the Shares may not be at a price which represents a discount of 20% or more to the benchmarked price of the Shares, such benchmarked price being the higher of:
(i) the closing price of the Shares as quoted on the Stock Exchange on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the Issue Mandate; and
(ii) the average closing price of the Shares as quoted on the Stock Exchange in the 5 trading days immediately prior to the earliest of:
(a) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of Shares under the Issue Mandate;
(b) the date of the placing agreement or other agreement involving the proposed issue of Shares under the Issue Mandate; and
(c) the date on which the placing or subscription price is fixed.
In terms of the price at which Shares may be issued at time of exercise of the Issue Mandate, the Company will comply with the then prevailing requirements under the GEM Listing Rules.
— 4 —
LETTER FROM THE BOARD
PROPOSED REPURCHASE MANDATE AND EXTENSION MANDATE
In the annual general meeting of the Company held on 21 June 2024, the Shareholders granted a general mandate to the Directors to repurchase Shares. The said mandate will expire at the conclusion of the Annual General Meeting.
At the Annual General Meeting, an ordinary resolution will also be proposed to grant the Directors the Repurchase Mandate, i.e. a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, Shares up to a maximum of 10% of the aggregate number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution. In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the Annual General Meeting to authorise the increase in the total number of new Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate.
The Repurchase Mandate and the Issue Mandate, if granted, will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by the Companies Act or the Articles to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
Under the GEM Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, Mr. Hon Chi Ming, Mr. Han Jim Zhao Ping, Mr. Wu Weibin and Mr. Wang Jun were the executive Directors, Ms. Huang Yi was the non-executive Director and Mr. Chan Cheuk Ho, Mr. E Yau Lai and Ms. Zhang Shaomin were the independent non-executive Directors. Mr. Han Jim Zhao Ping, Mr. Wu Weibin, Mr. E Yau Lai and Ms. Huang Yi will retire by rotation at the Annual General Meeting in accordance with the requirements under the Articles and, being eligible, will offer themselves for re-election at the Annual General Meeting. Particulars of the above retiring Directors, who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.
— 5 —
LETTER FROM THE BOARD
ANNUAL GENERAL MEETING
At the Annual General Meeting, ordinary resolutions will be proposed to approve, among other matters, the following:
(a) the grant of the Issue Mandate;
(b) the grant of the Repurchase Mandate;
(c) the grant of the Extension Mandate; and
(d) the re-election of retiring Directors.
Set out on pages N-1 to N-5 of this circular is the notice convening the Annual General Meeting. A form of proxy for use by the Shareholders in respect of the Annual General Meeting is also enclosed with this circular. Whether or not the Shareholders are able to attend the Annual General Meeting, they are requested to complete the enclosed form of proxy and return it to the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof should they so wish.
Pursuant to the GEM Listing Rules, voting by poll is mandatory at all general meetings save for purely procedural or administrative matters. The chairman of the Annual General Meeting will request for voting by poll on all the proposed resolutions set out in the notice of the Annual General Meeting. As at the Latest Practicable Date, to the extent that the Company is aware having made all reasonable enquires, no Shareholder is required to abstain from voting on any of the proposed resolutions. The results of the poll will be published on the websites of the Company and the Stock Exchange after the Annual General Meeting.
CLOSURE OF REGISTER OF MEMBERS
Shareholders whose names appear on the Company's register of members on 20 June 2025, will be eligible to attend and vote at the Annual General Meeting. The register of members of the Company will be closed from 13 June 2025 to 20 June 2025 (both dates inclusive) for determining eligibility to attend and vote at the Annual General Meeting. All transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on 12 June 2025.
— 6 —
LETTER FROM THE BOARD
RECOMMENDATION
The Directors believe that the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolutions for approving the grant of the Issue Mandate, the Repurchase Mandate, Extension Mandate and the re-election of the retiring Directors.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
GENERAL
Your attention is also drawn to the additional information set out in Appendix I (Explanatory statement) and Appendix II (Particulars of Directors subject to re-election and Directors' service contracts).
Yours faithfully
For and on behalf of the Board of
Gudou Holdings Limited
Han Jim Zhao Ping
Chairman
APPENDIX I
EXPLANATORY STATEMENT
This Appendix I serves as an explanatory statement, as required by Rule 13.08 of the GEM Listing Rules, to provide the requisite information to the Shareholders for consideration as to the Repurchase Mandate.
- GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The GEM Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.
- SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 1,245,800,767 Shares in issue.
Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 124,580,076 Shares.
- REASONS FOR THE 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 the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share or an improvement of the loss per Share (as the case may be) and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
— I-1 —
APPENDIX I
EXPLANATORY STATEMENT
4. FUNDING OF REPURCHASES
In repurchasing the Company’s securities, the Company may only apply funds legally available for the purpose in accordance with the Memorandum, the Articles, the GEM Listing Rules, the Companies Act and other applicable laws of the Cayman Islands.
Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it may have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2024, being the date of its latest audited consolidated financial statements. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital and/or the gearing position of the Company which, in the opinion of the Directors, are from time to time appropriate for the Company.
5. SHARE PRICES
The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months up to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| May | 0.29 | 0.18 |
| June | 0.19 | 0.10 |
| July | 0.12 | 0.09 |
| August | 0.09 | 0.09 |
| September | 0.11 | 0.09 |
| October | 0.15 | 0.12 |
| November | 0.14 | 0.14 |
| December | 0.22 | 0.11 |
| 2025 | | |
| January | 0.17 | 0.12 |
| February | 0.16 | 0.12 |
| March | 0.13 | 0.11 |
| April (up to the Latest Practicable Date) | 0.13 | 0.12 |
APPENDIX I
EXPLANATORY STATEMENT
6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of 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 the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could, depending on the level of increase in the Shareholders’ interests, obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, JYH Hong Kong Limited (“JYH Hong Kong”) is wholly-owned by Mr. Han Jim Zhao Ping, the chairman of the Board, chief executive officer of the Company and an executive Director. JYH Hong Kong and Ms. Chen Xia, were interested in 228,000,000 Shares and 286,000,000 Shares respectively (representing approximately 18.30% and 22.96% of all issued Shares respectively). In the event that the Repurchase Mandate is exercised in full, the interests of JYH Hong Kong and Ms. Chen Xia in the Company will be increased to approximately 20.33% and 25.51% respectively, which will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent that will render any Shareholder or group of Shareholders obliged to make a mandatory offer under the Takeovers Code.
Save as disclosed above, the Directors are not aware of any circumstances which would give rise to an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code solely as a consequence of any repurchase made pursuant to the Repurchase Mandate.
The Directors have no present intention to exercise the Repurchase Mandate to such an extent that will result in the amount of Shares held by the public (as defined in the Notes to Rule 11.23 of the GEM listing Rules) to be reduced to below 25%.
APPENDIX I
EXPLANATORY STATEMENT
7. SHARE PURCHASE MADE BY THE COMPANY
The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.
8. GENERAL
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates have any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.
The Directors will only exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.
In addition, the Company has confirmed that neither this explanatory statement nor the Repurchase Mandate has any unusual features.
No core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any Shares held by him to the Company in the event that the Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.
— I-4 —
APPENDIX II
PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION AND DIRECTORS' SERVICE CONTRACTS
PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION AT THE ANNUAL GENERAL MEETING
The particulars of the Directors who are subject to re-election at the Annual General Meeting to act as a Director and which are required to be disclosed by the GEM Listing Rules are set out below.
Executive Directors
Mr. Han Jim Zhao Ping
Mr. Han Jim Zhao Ping (“Mr. Han”), aged 61, has been appointed as the chairman of the Board and an executive director of the Company with effect from 23 December 2024. Mr. Han has experience in international trade, corporate finance and restructuring and acquisitions. He previously worked in the New York branch of Li & Fung Group participating in the acquisition and reorganization of the group in the United States. Mr. Han joined Axis Na LLC, a private enterprise in the United States, as a financial controller in 2006 and has been the chief financial officer since 2014, and is mainly responsible for corporate finance and capital operation and management. Axis Na LLC is principally engaged in sourcing and trading of denim jeans for international brands. Mr. Han is the ultimate beneficial owner and sole director of JYH Hong Kong Limited, a substantial shareholder of the Company. Mr. Han graduated from Brigham Young University in the United States with a master’s degree in economics in 1991.
The Company has entered into a letter of appointment with Mr. Han for a term of three years commencing from 23 December 2024 and his appointment may be terminated by either Mr. Han or the Company by giving not less than three month’s prior notice in writing. Mr. Han shall hold office until the next annual general meeting of the Company, where he shall be eligible for reelection in accordance with the Company’s articles of association, and thereafter subject to retirement by rotation at least once every three years and will be eligible for re-election at the Company’s annual general meetings in accordance with the Company’s articles of association. Mr. Han is entitled to receive a remuneration of HK$60,000 per year, which was determined with reference to his qualification, experience, level of responsibilities undertaken and prevailing market conditions.
Save as disclosed above, as at the Latest Practicable Date, Mr. Han (i) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) did not have any relationship with any directors, senior management, substantial shareholders, or controlling shareholders of the Company (as defined under the GEM Listing Rules); and (iii) did not hold any directorship in any other public companies the securities of which were listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, there is no other matter concerning Mr. Han’s directorship with the Company that is required to be disclosed pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules, and there are no other material matters relating to Mr. Han that need to be brought to the attention of the shareholders of the Company.
— II-1 —
APPENDIX II
PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION AND DIRECTORS' SERVICE CONTRACTS
Mr. Wu Weibin
Mr. Wu Weibin (“Mr. Wu”), aged 58, has been appointed as an executive director of the Company with effect from 23 December 2024. Mr. Wu has more than 35 years of experience in corporate management and financial management. From October 1989 to May 1993, Mr. Wu worked as a finance staff of a business hotel in Shanghai, the PRC. From June 1993 to September 2002, Mr. Wu was a finance manager of a property management company in Shanghai, the PRC. From October 2002 to March 2020, Mr. Wu was a deputy general manager of Shanghai Jiayuanhai Enterprise Development Company Limited* (上海嘉源海企業發展有限公司). Mr. Wu has been a director of Jielin Technology Shanghai Co., Ltd. (上海捷林工業科技股份有限公司) since September 2017 and has been appointed as the chairman since April 2020. Jielin Technology Shanghai Co., Ltd. is principally engaged in the design, manufacture and sale of underground foundation construction machinery in the PRC, the shares of which are currently listed on the National Equities Exchange and Quotations market in the PRC (stock code: 835526). Since March 2022, Mr. Wu has been a general manager of JYH Hong Kong Limited, a substantial shareholder of the Company. Mr. Wu received secondary vocational education at Shanghai Commercial School from September 1985 to May 1987.
The Company has entered into a letter of appointment with Mr. Wu for a term of three years commencing from 23 December 2024 and his appointment may be terminated by either Mr. Wu or the Company by giving not less than three month’s prior notice in writing. Mr. Wu shall hold office until the next annual general meeting of the Company, where he shall be eligible for re-election in accordance with the Company’s articles of association, and thereafter subject to retirement by rotation at least once every three years and will be eligible for re-election at the Company’s annual general meetings in accordance with the Company’s articles of association. Mr. Wu is entitled to receive a remuneration of HK$60,000 per year, which was determined with reference to his qualification, experience, level of responsibilities undertaken and prevailing market conditions.
Save as disclosed above, as at the Latest Practicable Date, Mr. Wu (i) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) did not have any relationship with any directors, senior management, substantial shareholders, or controlling shareholders of the Company (as defined under the GEM Listing Rules); and (iii) did not hold any directorship in any other public companies the securities of which were listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, there is no other matter concerning Mr. Wu’s directorship with the Company that is required to be disclosed pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules, and there are no other material matters relating to Mr. Wu that need to be brought to the attention of the shareholders of the Company.
— II-2 —
APPENDIX II
PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION AND DIRECTORS' SERVICE CONTRACTS
Non-executive Director
Ms. Huang Yi
Ms. Huang Yi (“Ms. Huang”) has been appointed as a nonexecutive director of the Company with effect from 23 December 2024. Ms. Huang, aged 37, is currently the general manager of Huizhou Hongtu Property Management Co., Ltd.* (“Huizhou Hongtu”). She joined Huizhou Hongtu in 2020, and was responsible for the management of daily operations of Huizhou Hongtu. Ms. Huang obtained a doctoral degree of Philosophy from Bangkokthonburi University in October 2023. Ms. Huang is the daughter of Ms. Chen Xia, who indirectly wholly owns each of Sky Success Ventures Limited and New Ray Developments Limited, each of them holding 143,000,000 shares of the Company (each representing approximately 12.48% of the issued share capital of the Company as at the date of this announcement) and being a substantial shareholder of the Company.
On 23 December 2024, Ms. Huang entered into a letter of appointment with the Company for a term of three years and her appointment may be terminated by either Ms. Huang or the Company by giving not less than three months’ prior notice in writing. Ms. Huang shall hold office until the next annual general meeting of the Company, where she shall be eligible for re-election in accordance with the Company’s articles of association, and thereafter subject to retirement by rotation at least once every three years and will be eligible for re-election at the Company’s annual general meetings in accordance with the Company’s articles of association. Ms. Huang is entitled to a director’s fee of HK$60,000 per annum pursuant to the letter of appointment. Ms. Huang’s remuneration package is generally determined with reference to market terms. The director’s fee for Ms. Huang has been approved by the Board and the remuneration committee of the Company and will be reviewed by the Board and the remuneration committee of the Company on an annual basis.
Save as disclosed above, as at the Latest Practicable Date, (i) Ms. Huang does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) Ms. Huang does not have any relationship with any directors, senior management, substantial shareholders, or controlling shareholders of the Company (as defined under the GEM Listing Rules); (iii) Ms. Huang does not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) there is no other matter concerning Ms. Huang’s directorship with the Company that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules, and there are no other material matters relating to Ms. Huang that need to be brought to the attention of the shareholders of the Company.
— II-3 —
APPENDIX II
PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION AND DIRECTORS' SERVICE CONTRACTS
Independent Non-executive Director
Mr. E Yau Lai
Mr. E Yau Lai (“Mr. E”), has been appointed as a nonexecutive director of the Company with effect from 1 April 2025. Mr. E, aged 58, obtained a Diploma in Hotel Management Administration from the Swiss Hotel & Catering Colleges in 1988.
Mr. E has 32 years of cross-industry management experience in China, spanning sectors such as star-rated hotels, high-end real estate, international conventions and exhibitions, asset management, and the big health industry. Since 2017, Mr. E have been serving as a manager at Guotou ZhiXin (Shanghai) Industrial Development Co., Ltd. (“圆投智新(上海)實業發展有限公司”), leading the planning, design, and subsequent development of the Belt and Road Initiative project in Jakarta, Indonesia. Mr. E also took on the role of head of the high-end elderly care industry development within the company. From 2015 to 2017, M. E served as an executive director at Shanghai XiaoDao Information Technology Co., Ltd. (“上海孝道信息技術有限公司”), where Mr. E was primarily responsible for the network platform and driving its market promotion. From 2013 to 2015, Mr E was the president of Qin He Yuan Co., Ltd.* (“親和源股份有限公司”), managing the Shanghai headquarters and overseeing seven independently operated projects.
On 1 April 2025, Mr. E entered into a letter of appointment with the Company for a term of one year and his appointment may be terminated by either Mr. E or the Company by giving not less than 3 months’ prior notice in writing. Mr. E shall hold office until the next annual general meeting of the Company, where he shall be eligible for re-election in accordance with the Company’s articles of association, and thereafter subject to retirement by rotation at least once every three years and will be eligible for re-election at the Company’s annual general meetings in accordance with the Company’s articles of association. Mr. E is entitled to receive a director fee of HK$60,000 per year. Mr. E’s remuneration was determined with reference to his qualification, experience, level of responsibilities undertaken and prevailing market conditions. The director’s fee for Mr. E has been approved by the Board and the remuneration committee of the Company and will be reviewed by the Board and the remuneration committee of the Company on an annual basis.
Save as disclosed above, as at the Latest Practicable Date, Mr. E (i) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) did not have any relationship with any directors, senior management, substantial shareholders, or controlling shareholders of the Company (as defined under the GEM Listing Rules); and (iii) did not hold any directorship in any other public companies the securities of which were listed on any securities market in Hong Kong or overseas in the last three years; and (iv) there is no other matter concerning Mr. E’s directorship with the Company that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules, and there are no other material matters relating to Mr. E that need to be brought to the attention of the shareholders of the Company.
- The English translation of names or any description in Chinese are marked with “*” and is for identification purpose only.
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NOTICE OF THE ANNUAL GENERAL MEETING
GUDOU HOLDINGS LIMITED
古兜控股有限公司
(incorporated in the Cayman Islands with limited liability)
(stock code: 8308)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “Annual General Meeting”) of Gudou Holdings Limited (“Company”) will be held at Gudou Hot Spring Resort, Yamen Town, Jiangmen City, Guangdong Province, China at 2:00 p.m. on 20 June 2025 to consider and, if thought fit, transact the following ordinary business:
- to receive and consider the audited consolidated financial statements, the reports of the directors (the “Directors” and each a “Director”) of the Company and the auditors of the Company for the year ended 31 December 2024;
- to re-elect Mr. Han Jim Zhao Ping as an executive Director;
- to re-elect Mr. Wu Weibin as an executive Director;
- to re-elect Ms. Huang Yi as a non-executive Director;
- to re-elect Mr. E Yau Lai as an independent non-executive Director;
- to authorise the board (the “Board”) of Directors to fix the Directors’ remuneration for the year ending 31 December 2025; and
- to re-appoint CL Partners CPA Limited as the Company’s auditors and to authorise the Board to fix their remuneration,
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NOTICE OF THE ANNUAL GENERAL MEETING
and, as special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
8. "THAT:
(a) subject to paragraph (c) of this resolution below, pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (“GEM Listing Rules”), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution below) of all the powers of the Company to allot, issue and deal with the unissued shares (each, a “Share”) of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options, to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the expiry of the Relevant Period;
(c) the number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options or rights granted under all share option schemes, share award schemes or schemes of similar kind of the Company adopted from time to time in accordance with the GEM Listing Rules; 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 or similar arrangement 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, or (v) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed the aggregate of:
(i) 20% of the number of issued Shares of the Company on the date of the passing of this resolution; and
(ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of Shares 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, if any) of the Company on the date of the passing of this resolution),
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NOTICE OF THE ANNUAL GENERAL MEETING
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 or the applicable law of the Cayman Islands 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 of the Company by this resolution;
“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 Company’s register of members 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) subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period of all powers of the Company to purchase shares (each, a “Share”) of HK$0.01 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”), or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (“SFC”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the directors of the Company during the Relevant Period (as defined below) to procure the Company to repurchase its shares at a price determined by the directors of the Company;
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NOTICE OF THE ANNUAL GENERAL MEETING
(c) the number of Shares which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as defined below) shall not exceed 10% of the number of issued Share (excluding Treasury Shares, if any) of the Company 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
(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 or the applicable law of the Cayman Islands 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.”
- “THAT conditional on the passing of resolutions numbered 8 and 9 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 8 above be and is hereby extended by the addition to the number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate the number of issued shares of the Company purchased or agreed to be purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 9 above.”
By order of the Board
Gudou Holdings Limited
Han Jim Zhao Ping
Chairman
Hong Kong, 30 April 2025
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NOTICE OF THE ANNUAL GENERAL MEETING
Notes:
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The register of members of the Company will be closed from Friday, 13 June 2025 to Friday, 20 June 2025 (both dates inclusive) for determining eligibility to attend and vote at the Annual General Meeting. All transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Thursday, 12 June 2025.
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A member entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. A proxy need not be a member of the Company.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same. The instrument appointing a proxy and (if requested by the Board) a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company's Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not later than 48 hours before the time of the above meeting or any adjournment thereof.
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Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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Where there are joint registered holders of any share any one of such joint holders may vote, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said joint holders so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
As of the date of this notice, the Board comprises Mr. Hon Chi Ming, Mr. Han Jim Zhao Ping, Mr. Wu Weibin and Mr. Wang Jun as executive Directors, Ms. Huang Yi as non-executive Director and Mr. Chan Cheuk Ho, Mr. E Yau Lai and Ms. Zhang Shaomin as independent non-executive Directors.
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement 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 announcement misleading.
This notice will remain on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk on the "Latest Listed Company Information" page for at least seven days from the date of its posting and will also be published on the Company's website at www.gudouholdings.com.
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