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Guotai Haitong Securities Co., Ltd. Proxy Solicitation & Information Statement 2025
50713_rns_2025-04-23_ecd67bbe-86a5-437b-9c4f-374d80119de2.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 Sinolink Worldwide Holdings Limited, you should at once hand this circular and the accompanying proxy form 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 however arising from or in reliance upon the whole or any part of the contents of this circular.
百仕達控股有限公司*
SINOLINK WORLDWIDE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1168)
PROPOSALS INVOLVING GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS AND
NOTICE OF ANNUAL GENERAL MEETING
NO refreshments, NO food and beverage service and NO handing out of corporate gifts, gift coupons or cake vouchers.
A notice convening the annual general meeting of the Company to be held at R3, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 23 May 2025 at 10:30 a.m. is set out on pages 14 to 18 of this circular. Whether or not you propose to attend the meeting, please complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the meeting (or any adjournment thereof) should you so wish.
- For identification purpose only
24 April 2025
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD 3
- INTRODUCTION 3
- GENERAL MANDATE TO REPURCHASE SHARES 4
- GENERAL MANDATE TO ISSUE SHARES 4
- RE-ELECTION OF THE RETIRING DIRECTORS 5
- ANNUAL GENERAL MEETING AND CLOSURE OF REGISTER OF MEMBERS 6
- TYPHOON AND RAINSTORM ARRANGEMENTS 6
- ACTION TO BE TAKEN 6
- RESPONSIBILITY STATEMENT 7
- RECOMMENDATION 7
APPENDIX I — EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE 8
APPENDIX II — DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED 12
NOTICE OF ANNUAL GENERAL MEETING 14
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings
“associate” has the meaning ascribed to it under the Listing Rules;
“AGM” the annual general meeting of the Company to be held at R3, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on 23, May 2025 at 10:30 a.m.;
“AGM Notice” the notice for convening the AGM as set out on pages 14 to 18 of this circular;
“Annual Report” the annual report of the Company for the year ended 31 December 2024;
“Board” the board of Directors;
“Bye-laws” the bye-laws of the Company as may be amended from time to time;
“CG Code” the Corporate Governance Code as contained in Appendix C1 to the Listing Rules;
“close associate” has the meaning ascribed to it under the Listing Rules;
“Companies Act” the Companies Act 1981 of Bermuda;
“Company” Sinolink Worldwide Holdings Limited (Stock Code: 1168), a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange;
“core connected person” has the meaning ascribed to it under the Listing Rules;
“Director(s)” director(s) of the Company for the time being;
“Group” the Company and its subsidiaries;
“HK$” Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong” the Hong Kong Special Administrative Region of the PRC;
“Latest Practicable Date” 16 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;
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DEFINITIONS
| “Ordinary Resolution(s)” | the proposed ordinary resolution(s) as referred to in the AGM Notice; |
|---|---|
| “PRC” | the People’s Republic of China; |
| “Repurchase Mandate” | a general mandate to the Directors to exercise the powers of the Company to repurchase Shares during the period as set out in Ordinary Resolution No. 4(A) up to a maximum of 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of such resolution; |
| “Resolutions” | the Ordinary Resolution(s); |
| “SFO” | the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong; |
| “Share Buy-Back Rules” | the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities; |
| “Share Issue Mandate” | a general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares (including any sale or transfer of Treasury Shares) during the period as set out in Ordinary Resolution No. 4(B) up to 20% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of such resolution; |
| “Share(s)” | share(s) of a nominal or par value of HK$0.01 each in the share capital of the Company (or of such other nominal or par value amount as shall result from a subdivision, consolidation, reclassification or reconstruction of the share capital of the Company from time to time); |
| “Shareholder(s)” | holder(s) of Share(s); |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited; |
| “Takeovers Code” | the Code on Takeovers and Mergers; |
| “Treasury Share(s)” | has the meaning ascribed thereto under the Listing Rules; and |
| “%” | per cent. |
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LETTER FROM THE BOARD
百仕達控股有限公司*
SINOLINK WORLDWIDE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1168)
Executive Director:
Tang Yui Man Francis
(Chairman and Chief Executive Officer)
Non-executive Directors:
Ou Jin Yi Hugo
Ou Jin Yao Norris
Independent Non-executive Directors:
Chen Hui
Tian Jin
Xin Luo Lin
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place of business in Hong Kong:
28th Floor
Infinitus Plaza
199 Des Voeux Road Central
Hong Kong
24 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
At the annual general meeting of the Company held on 30 May 2024, resolutions of the Shareholders were passed, amongst other things, to give general unconditional mandates to the Directors to exercise the powers of the Company to:
(1) repurchase Shares representing up to 10% of the total number of the issued Shares as at the date of passing of such resolution;
- For identification purpose only
LETTER FROM THE BOARD
(2) allot, issue and deal with Shares not exceeding 20% of the total number of the issued Shares as at the date of passing of such resolution; and
(3) extend the general mandate for issuing Shares as mentioned in paragraph (2) above by an amount representing the total number of Shares repurchased by the Company pursuant to the general mandate granted to the Directors to repurchase Shares as mentioned in paragraph (1) above.
The above general mandates shall lapse at the conclusion of the AGM. It is therefore proposed to seek your approval of the Resolutions at the AGM to grant fresh general mandates to the Directors.
The purpose of this circular is to provide you with information regarding the proposals for (i) the grant of the Repurchase Mandate; (ii) the Share Issue Mandate; (iii) the extension of the Share Issue Mandate; and (iv) the re-election of retiring Directors, and to seek your approval of the resolutions relating to these matters at the AGM.
2. GENERAL MANDATE TO REPURCHASE SHARES
An ordinary resolution will be proposed at the forthcoming AGM to grant to the Directors the Repurchase Mandate, details of which are set out in the Ordinary Resolution No. 4(A), and to give a fresh general mandate to the Directors to exercise the power of the Company to repurchase Shares during the period as set out in the Ordinary Resolution No. 4(A) approving the Repurchase Mandate. The Shares which may be repurchased pursuant to the Repurchase Mandate shall not exceed 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing the Ordinary Resolution No. 4(A) approving the Repurchase Mandate.
An explanatory statement as required under the Share Buy-Back Rules to be sent to the Shareholders, which provides certain information regarding the Repurchase Mandate, is set out in Appendix I hereto.
3. GENERAL MANDATE TO ISSUE SHARES
Two ordinary resolutions, namely Ordinary Resolutions Nos. 4(B) and 4(C) will be proposed at the AGM to grant to the Directors (i) a general mandate to allot, issue and deal with new Shares (including any sale or transfer of Treasury Shares) not exceeding 20% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of the Ordinary Resolution No. 4(B), representing 1,274,800,619 Shares as at the Latest Practicable Date; and (ii) an extension to such general mandate so granted to the Directors by adding thereto any Shares repurchased by the Company since the grant of such general mandate up to 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of the Ordinary Resolution No. 4(A).
The existing mandate to allot, issue and deal with Shares will expire upon the conclusion of the AGM. The Directors consider that the Share Issue Mandate and the extension of the Share Issue Mandate by adding any Shares repurchased by the Company can increase the flexibility in the Company's affairs and are in the interest of the Shareholders and that the same shall continue to be adopted by the Company.
LETTER FROM THE BOARD
Details of the Share Issue Mandate and the extension of the Share Issue Mandate are respectively set out in Ordinary Resolutions Nos. 4(B) and 4(C).
4. RE-ELECTION OF THE RETIRING DIRECTORS
The Board currently consists of six Directors, namely Mr. Tang Yui Man Francis (Chairman and Chief Executive Officer), being the executive Director, Mr. Ou Jin Yi Hugo and Mr. Ou Jin Yao Norris, being the non-executive Directors and Ms. Chen Hui, Mr. Tian Jin and Mr. Xin Luo Lin, being the independent non-executive Directors.
In accordance with Bye-law 87(1) of the Bye-laws, 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 at least once every three years. Each of Mr. Tang Yui Man Francis and Mr. Ou Jin Yi Hugo who has been longest in office since his last re-election and is subject to retirement at least once every three years, shall retire by rotation at the AGM. Mr. Tang Yui Man Francis and Mr. Ou Jin Yi Hugo, being eligible, will offer themselves for re-election at the AGM.
By virtue of code provision C.2.1 of the CG Code, the roles of chairman and chief executive should be separate and should not be performed by the same individual. The Board considers that vesting the roles of the chairman of the Board and the chief executive officer in Mr. Tang Yui Man Francis is beneficial to the management and business development of the Group and will provide a strong and consistent leadership to the Group. Therefore, having considered the current business operation and the size of the Group, the Board is of the view that Mr. Tang Yui Man Francis acting as both the Chairman and the Chief Executive Officer is acceptable and in the best interest of the Group. Given that there is a balanced Board with three independent non-executive Directors, who are experienced individuals, there are adequate balance of power and safeguards in place. The Board will review and monitor this situation periodically and would ensure that the present structure would not impair the balance of power of the Company.
The nomination committee had considered and nominated the above retiring Directors to the Board for it to propose to the Shareholders for re-election at the AGM.
Accordingly, with the recommendation of the nomination committee, the Board has proposed that Mr. Tang Yui Man Francis and Mr. Ou Jin Yi Hugo stand for re-election as Directors at the AGM. As a good corporate governance practice, each of the above retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the AGM.
Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II hereto.
LETTER FROM THE BOARD
5. ANNUAL GENERAL MEETING AND CLOSURE OF REGISTER OF MEMBERS
The AGM Notice which contains, inter alia, the Ordinary Resolutions for the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate and the re-election of the retiring Directors are set out on pages 14 to 18 of this circular.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the Resolutions to be proposed at the AGM.
Pursuant to the Listing Rules, any vote of Shareholders taken at the AGM to approve the resolutions proposed must be taken by poll, and an announcement will be made by the Company after the AGM on the poll results of the AGM.
The register of members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025, both days inclusive, during which period no share transfer will be effected. In order to identify the entitlement for attending the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 19 May 2025.
6. TYPHOON AND RAINSTORM ARRANGEMENTS
In case Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or "extreme conditions caused by a super typhoon" announced by the Government is/are in force in Hong Kong at or at any time after 7:00 a.m. on the date of the meeting, the meeting will be adjourned. The Company will post an announcement on the Company website (www.sinolinkhk.com) and the HKEXnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting.
The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situation.
7. ACTION TO BE TAKEN
A proxy form for use at the AGM is enclosed with this circular. Whether or not you propose to attend the AGM in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjourned meeting (as the case may be).
LETTER FROM THE BOARD
8. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
9. RECOMMENDATION
The Directors believe that the proposals for the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate and the re-election of the retiring Directors are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that you should vote in favour of all relevant Resolutions to be proposed at the AGM.
Your attention is drawn to the additional information set out in the Appendices to this circular.
Yours faithfully,
For and on behalf of
Sinolink Worldwide Holdings Limited
Tang Yui Man Francis
Chairman and Chief Executive Officer
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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
- LISTING RULES
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions. This appendix serves as an explanatory statement, as required to be sent to Shareholders in connection with the proposed general mandate for repurchase of Shares by the Share Buy-Back Rules.
- REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Such 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 and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.
As at the Latest Practicable Date, the Company had no Shares repurchase and did not hold any Treasury Shares. If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchase of Shares are made. If the Company holds Treasury Shares, any resale of Treasury Shares will be subject to the Ordinary Resolution No. 4(B) of the AGM Notice and made in accordance with the Listing Rules and applicable laws and regulations of Bermuda.
To the extent that any Treasury Shares are deposited with Central Clearing and Settlement System ("CCASS") pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as Treasury Shares. These measures may include (i) procuring the relevant broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for such Treasury Shares; and (ii) in case of dividends or distributions, withdrawing the Treasury Shares from CCASS and either registering in the Company's name or cancelling them, in each case before the record date for the dividends or distributions.
- SHARE CAPITAL
Based on the 6,374,003,096 Shares in issue as at the Latest Practicable Date (excluding any Treasury Shares), 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 637,400,309 Shares during the period as set out in the Ordinary Resolution No. 4(A), representing not more than 10% of the total number of Shares (excluding any Treasury Shares) in issue as at the Latest Practicable Date.
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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
4. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company and Bye-laws and the applicable laws of Bermuda. It is proposed that repurchases of Shares under the Repurchase Mandate in these circumstances would be financed from available cash flow or working capital facilities of the Group. The Companies Act provides that the amount of capital repayable in connection with a repurchase of Shares may only be paid out of the capital paid up on such Shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a new issue of Shares made for the purpose. The Companies Act further provides that the amount of premium payable on repurchase may only be paid out of the funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account. Such repurchase may only be made if on the effective date of purchase, there are no reasonable grounds for believing that the Company is, and after the purchase would be, unable to pay its debts as they fall due.
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts for the year ended 31 December 2024 contained in the Annual Report) in the event that the powers granted pursuant to the Repurchase Mandate is to be exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels 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 the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:
| Traded Shares Price | ||
|---|---|---|
| Highest (HK$) | Lowest (HK$) | |
| April 2024 | 0.099 | 0.068 |
| May 2024 | 0.154 | 0.080 |
| June 2024 | 0.145 | 0.107 |
| July 2024 | 0.120 | 0.094 |
| August 2024 | 0.110 | 0.080 |
| September 2024 | 0.132 | 0.092 |
| October 2024 | 0.170 | 0.114 |
| November 2024 | 0.140 | 0.102 |
| December 2024 | 0.135 | 0.106 |
| January 2025 | 0.140 | 0.118 |
| February 2025 | 0.179 | 0.135 |
| March 2025 | 0.247 | 0.162 |
| April 2025 (up to the Latest Practicable Date) | 0.209 | 0.135 |
APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
6. GENERAL
The Directors will exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) has any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders at the AGM and exercised by the Board.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that it/he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders and exercised by the Board.
The Company has confirmed that neither the explanatory statement set out in this Appendix I nor the Repurchase Mandate has any unusual features.
The Repurchase Mandate will expire upon 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 Bye-laws or the Companies Act or any other applicable laws of Bermuda to be held; or (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by the Ordinary Resolution No. 4(A).
7. TAKEOVERS CODE
If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of and increase in the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.
As at the Latest Practicable Date, according to the register of members maintained under section 336 of the SFO, Mr. Ou Yaping together with his associates were interested in 3,285,423,039 Shares, representing approximately $51.54\%$ of the issued Shares. Based on such interest and in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the interest of Mr. Ou Yaping together with his associates in the Company will be increased to approximately $57.27\%$ of the issued Shares and such increase would not give rise to an obligation to make a general offer for Shares under the Takeovers Code. The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the Repurchase Mandate.
APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the number of Shares held by the public will not fall below 25%.
8. SHARES REPURCHASE MADE BY THE COMPANY
No repurchase of Shares (whether on the Stock Exchange or otherwise) has been made by the Company in the six months preceding the Latest Practicable Date.
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APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
The details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:
(1) MR. TANG YUI MAN FRANCIS
Mr. Tang Yui Man Francis, aged 62, was re-designated as an executive Director and was appointed as the Chairman of the board of directors of the Company (the "Chairman"), the Chief Executive Officer of the Company (the "Chief Executive Officer"), a member of each of the Remuneration Committee and Nomination Committee of the Company on 30 May 2024. He was initially appointed as an executive Director in September 2001 and the Chief Executive Officer in 2002, and subsequently ceased to act as Chief Executive Officer and was appointed as the Chairman and a member of the Remuneration Committee of the Company in August 2013. Mr. Tang was also further appointed as a member of Nomination Committee of the Company since 27 March 2012. Mr. Tang was subsequently re-designated as a non-executive Director and ceased to act as the Chairman, a member of each of the Remuneration Committee and Nomination Committee of the Company on 28 June 2017. He is currently a director of Sinolink Properties Limited, a subsidiary of the Company. Mr. Tang holds a Bachelor's degree in Computer Studies from the University of Victoria in Canada and a Master of Business Administration degree from The City University of New York in the United States. Mr. Tang has numerous years of experience in management, accounting and finance. Mr. Tang has been responsible for corporate planning, strategic development and financial planning and management of the Group since 2001. Save as disclosed above, Mr. Tang has not held any directorship in other listed public companies in the past three years.
Pursuant to the existing services agreement entered into between Mr. Tang and the Company on 27 March 2024, Mr. Tang is appointed for a term of 3 year from 30 May 2024 until 29 May 2027 and is subject to retirement and re-election provisions in the Bye-Laws. Under the services agreement, he is entitled to an annual salary of HK$2,240,000, vehicle allowance of HK$120,000 per annum and discretionary year-end bonus which has been determined by the Board based on the review and recommendation from the Remuneration Committee of the Company with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market situation.
As at the Latest Practicable Date, Mr. Tang did not have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders and is interested in 61,835,000 Shares (comprising a personal interest in 21,375,000 Shares and share options granted by the Company to subscribe for 40,460,000 Shares). Save as disclosed above, Mr. Tang does not have any interest in the Shares within the meaning of Part XV of the SFO.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
(2) MR. OU JIN YI HUGO
Mr. Ou Jin Yi Hugo (“Mr. Hugo Ou”), aged 33, was appointed as a non-executive director of the Company in January 2016. He was appointed as a non-executive director of ZhongAn Online P & C Insurance Co., Ltd. (SEHK: 6060) (“ZhongAn Online”), a company whose shares are listed on Stock Exchange, in July 2017 and was re-designated as an executive director on 27 November 2017 and was re-designated as a non-executive director on 28 November 2022. He is also a member of nomination and remuneration management committee of ZhongAn Online. Mr. Hugo Ou obtained a Bachelor’s degree in East Asian Studies from Princeton University. Mr. Hugo Ou worked as an associate of the investment team at Thrive Capital. Mr. Hugo Ou has extensive experience in reviewing residential and commercial property development deals in the United States and portfolio managing of public and private equities, including stocks, bonds, startups, and private equity firms. He is a son of Mr. Ou Yaping who is the substantial shareholder of the Company and a brother of Mr. Ou Jin Yao Norris, a non-executive director of the Company. Save as disclosed above, Mr. Hugo Ou has not held any directorship in other listed public companies in the past three years.
Pursuant to the letter of appointment entered into between Mr. Hugo Ou and the Company on 12 December 2024, Mr. Hugo Ou was appointed for a term of one year from 1 January 2025 until 31 December 2025 and is subject to retirement and re-election provisions of Bye-laws and he is entitled to annual remuneration of HK$1,200,000 and discretionary year-end bonus which is determined by the Board based on the review and recommendation from the Remuneration Committee of the Company with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.
As at the Latest Practicable Date, save as disclosed above, Mr. Hugo Ou did not have any relationship with any other Directors, senior management of the Company, substantial or controlling Shareholders nor had any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above and as at the Latest Practicable Date, each of the above retiring Directors did not hold any other positions in the Group. Other than the aforesaid, in relation to each of the above retiring Directors, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provision under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of the above retiring Directors.
NOTICE OF ANNUAL GENERAL MEETING
百仕達控股有限公司*
SINOLINK WORLDWIDE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1168)
NO refreshments, NO food and beverage service and NO handing out of corporate gifts, gift coupons or cake vouchers.
NOTICE IS HEREBY GIVEN that the annual general meeting of Sinolink Worldwide Holdings Limited (the "Company") will be held at R3, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 23 May 2025 at 10:30 a.m. for the following purposes:
- To receive and consider the audited consolidated financial statements and the reports of the directors and independent auditors of the Company for the year ended 31 December 2024.
- (a) To re-elect Mr. Tang Yui Man Francis as executive director of the Company;
(b) To re-elect Mr. Ou Jin Yi Hugo as non-executive director of the Company; and
(c) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company for the year ending 31 December 2025. - To re-appoint auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
- As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company, with or without modification:
ORDINARY RESOLUTIONS
(A) "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company ("Directors") during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of HK$0.01 each in the share capital of the Company ("Shares") on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or on any other stock exchange on which the shares of the Company may
- For identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
be listed and recognised by the Securities and Futures Commission of Hong Kong ("Securities and Futures Commission") and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the total number of Shares which the Directors are authorised to exercise the powers of the Company to repurchase pursuant to the approval in paragraph (a) of this resolution above shall not exceed 10% of the total number of issued Shares (excluding any Treasury Shares as defined in ordinary resolution in item 5(B) of the notice convening the meeting) at the date of passing of this resolution provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be repurchased pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly;
(c) for the purposes of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or the Companies Act 1981 of Bermuda or any other applicable laws of Bermuda to be held; and
(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.";
(B) "THAT:
(a) subject to paragraph (c) of this resolution and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company ("Directors") during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company ("Shares") (including any sale and transfer of treasury shares, which shall have the meaning ascribed thereto under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Treasury Shares")) and to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require shares to be allotted be and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require Shares to be allotted and/or Treasury Shares to be sold or transferred after the end of the Relevant Period;
(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (including any sale and transfer of Treasury Shares) (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution during the Relevant Period, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) an issue of Shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities of the Company or (iii) an issue of Shares upon the exercise of subscription rights under any option scheme or similar arrangement of shares or rights to acquire Shares or (iv) an issue of Shares pursuant to any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the memorandum of association and the bye-laws of the Company, shall not exceed 20% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of this resolution provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be issued pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and
(d) for the purposes of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or the Companies Act 1981 of Bermuda or any other applicable laws of Bermuda to be held; and
(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.
"Rights Issue" means an offer of Shares or issue of options, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to holders of Shares, or any class of shares of the Company, whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such Shares (or, where appropriate such other securities) as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
NOTICE OF ANNUAL GENERAL MEETING
(C) “THAT conditional upon the passing of resolutions Nos. 4(A) and 4(B) set out in the notice convening this meeting, the unconditional general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with additional shares in the Company pursuant to resolution No. 4(B) set out in the notice convening this meeting be and is hereby extended by the addition thereto of a number representing the total number of issued Shares repurchased by the Company subsequent to the passing of the resolution No. 4(A), provided that such extended number of shares of the Company shall not exceed 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution).”
By Order of the Board
Sinolink Worldwide Holdings Limited
LO Tai On
Company Secretary
Hong Kong, 24 April 2025
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11 Bermuda
Head office and principal place of business in Hong Kong:
28th Floor
Infinitus Plaza
199 Des Voeux Road Central
Hong Kong
Notes:
(i) The annual general meeting will be held in the form of physical meeting. Any member entitled to attend, speak and vote at the meeting is entitled to appoint another person as his proxy to attend, speak and vote instead of him. A proxy needs not be a member of the Company.
(ii) 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, attorney or other person authorised to sign the same.
(iii) To be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjourned meeting.
NOTICE OF ANNUAL GENERAL MEETING
(iv) In the case of joint holders of a share, if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
(v) Mr. TANG Yui Man Francis and Mr. OU Jin Yi Hugo will retire and, with reference to Resolutions 2(a) and 2(b), being eligible, offer themselves for re-election at the said annual general meeting. Their particulars are set out in Appendix II of the circular to shareholders dated 24 April 2025.
(vi) The register of members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025, both days inclusive, during which period no share transfer will be effected. In order to identify the entitlement for attending the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 19 May 2025.
(vii) In case Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or "extreme conditions caused by a super typhoon" announced by the Government is/are in force in Hong Kong at or at any time after 7:00 a.m. on the date of the meeting, the meeting will be adjourned. The Company will post an announcement on the Company website (www.sinolinkhk.com) and the HKEXnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting. The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situation.
(viii) As at the date of this notice, the executive Director of the Company is Mr. Tang Yui Man Francis (Chairman and Chief Executive Officer); the non-executive Directors are Mr. Ou Jin Yi Hugo and Mr. Ou Jin Yao Norris; the independent non-executive Directors are Ms. Chen Hui, Mr. Tian Jin and Mr. Xin Luo Lin.
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