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HealthyWay Inc. Proxy Solicitation & Information Statement 2025
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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 licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in HealthyWay Inc. (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities 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 document.
HealthyWay Inc.
健康之路股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2587)
PROPOSED GRANT OF GENERAL MANDATES TO
ISSUE AND REPURCHASE SHARES;
PROPOSED RE-ELECTION OF DIRECTORS;
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company (the "AGM") to be held at 22nd Floor, No. 3 Building, F Zone, Fuzhou Software Park, 89 Software Avenue, Gulou District, Fuzhou, Fujian PRC on Tuesday, 3 June 2025 at 10:00 a.m. is set out on pages AGM-1 to AGM-4 of this circular. A form of proxy for use at the AGM is enclosed with this circular.
Whether or not you are able to attend the AGM in person, you are requested to complete and sign the accompanying form of proxy, in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of the power of attorney or authority, to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (the "Share Registrar"), as soon as possible and in any event not later than 48 hours before the time appointed for holding of the AGM (i.e. at or before 10:00 a.m. on Sunday, 1 June 2025 or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude the shareholders from attending and voting in person at the AGM or any adjournment thereof (as the case may be) if they so wish and, in such event, the form of proxy shall be deemed to be revoked.
24 April 2025
CONTENTS
Pages
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I - EXPLANATORY STATEMENT ... 7
APPENDIX II - BRIEF BIOGRAPHICAL AND OTHER DETAILS OF DIRECTORS
PROPOSED TO BE RE-ELECTED AT THE AGM. ... 13
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meaning:
"AGM"
the annual general meeting of the Company to be held at 22nd Floor, No. 3 Building, F Zone, Fuzhou Software Park, 89 Software Avenue, Gulou District, Fuzhou, Fujian PRC on Tuesday, 3 June 2025 at 10:00 a.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the AGM which is set out on pages AGM-1 to AGM-4 of this circular, or any adjournment thereof
"Article(s)" or "Articles of Association"
the amended and restated articles of association of the Company currently in force
"Board"
the board of Directors
"close associate(s)"
has the meaning ascribed to it under the Listing Rules
"Companies Act"
the Companies Act (as revised) of the Cayman Islands
"Company"
HealthyWay Inc., a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
"controlling shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"core connected person(s)"
has the meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
"Group"
the Company and all of its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" or "HKSAR"
the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
a general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate
"Latest Practicable Date"
17 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
- 1 -
- 2 -
DEFINITIONS
"Listing"
listing of the Shares on the Main Board of the Stock Exchange
"Listing Date"
30 December 2024
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or modified from time to time
"PRC"
the People’s Republic of China
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the AGM to repurchase Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or modified from time to time
"Share(s)"
ordinary share(s) of USD$0.00002 each in the share capital of the Company
"Shareholder(s)"
the holder(s) of the Share(s)
"Share Offer"
has the meaning as defined in the Prospectus
"Share Registrar"
Computershare Hong Kong Investor Services Limited, being the branch share registrar and transfer office of the Company in Hong Kong, at 17M Floor, Hopewell Centre,183 Queen’s Road East,Wan Chai,Hong Kong
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy backs issued by the Securities and Futures Commission in Hong Kong, as amended, supplemented or modified from time to time
"%"
Percent
LETTER FROM THE BOARD
HealthyWay Inc.
健康之路股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2587)
Executive Directors:
Mr. Zhang Wanneng (Chairman and chief executive officer)
Mr. Chen Jing
Executive Directors:
Mr. Chen Yong
Mr. Zhang Xiangming
Independent Non-executive Directors:
Mr. Xu Jing
Dr. Lu Tao
Ms. Deng Xiaolan
Registered office:
P.O. Box 31119 Grand Pavilion
Hibiscus Way, 802 West BayRoad,
Grand Cayman KY1-1205
Cayman Islands
Headquarter and principal place of
business in Hong Kong:
4th Floor, Wah Yuen Building
149 Queen's Road,
Hong Kong
24 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSED GRANT OF GENERAL MANDATES TO
ISSUE AND REPURCHASE SHARES;
PROPOSED RE-ELECTION OF DIRECTORS;
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information in respect of certain resolutions to be proposed at the AGM.
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
Pursuant to the resolutions in writing of our Shareholders passed on 11 December 2024, a general mandate was granted to the Directors to issue Shares and repurchase Shares.
LETTER FROM THE BOARD
A general unconditional issue mandate was granted to Directors to, inter alia, allot, issue, and deal with Shares, and to make or grant offers, agreements, or options which might require such Shares to be allotted and issued or dealt with at any time, subject to the requirement that the aggregate nominal value of the Shares so allotted and issued, or agreed conditionally or unconditionally to be allotted and issued, shall not exceed the sum of 20% of the aggregate nominal value of the Shares in issue (excluding any treasury shares) immediately following the completion of the global offering on 30 December 2024, and the nominal amount of the share capital repurchased by our Company (if any) pursuant to the repurchase mandate referred to in sub-paragraph (e) below. References to an allotment, issue, and deal with Shares herein shall include a sale or transfer of treasury shares. This mandate does not cover Shares to be allotted, issued, or dealt with under a rights issue, any scrip dividend scheme, or a specific authority granted by our Shareholders.
A general unconditional repurchase mandate was granted to Directors to exercise all powers of the Company to repurchase Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of the Shares in issue (excluding any treasury shares) immediately following the completion of the global offering on 30 December 2024.
Such mandates will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue and repurchase Shares if and when appropriate, the following ordinary resolutions will be proposed at the AGM to approve the grant of new general mandates to the Directors:
(1) to allot, issue or deal with Shares of up to the aggregate of:
(i) 20% of the total number of issued Shares on the date of passing such resolution (i.e. 175,540,960 Shares assuming that the total number of issued Shares remains the same at 877,704,800 Shares from the Latest Practicable Date up to the date of passing such resolution); and
(ii) (if the extension under paragraph (3) below was granted) the total number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.
(2) to repurchase Shares on the Stock Exchange of up to 10% of the total number of issued Shares on the date of passing such resolution (i.e. 87,770,480 Shares assuming that the total number of issued Shares remains the same at 877,704,800 Shares from the Latest Practicable Date up to the date of passing such resolution); and
(3) to extend the General Mandate by the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.
The Issue Mandate and the Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolutions numbered 4 and 5 of the notice of the Annual General Meeting as set out on pages AGM-1 to AGM-4 of this circular.
LETTER FROM THE BOARD
In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Repurchase Mandate. The explanatory statement for such purpose is set out in Appendix I to this circular.
3. PROPOSED RE-ELECTION OF DIRECTORS
The Board currently consists of seven Directors: the executive Directors are Mr. Zhang Wanneng and Mr. Chen Jing, the non-executive Directors are Mr. Chen Yong and Mr. Zhang Xiangming, and the independent non-executive Directors are Mr. Xu Jing, Dr. Lu Tao and Ms. Deng Xiaolan.
Pursuant to Article 15.1 of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being shall retire from office by rotation. If the number of Directors is not a multiple of three, then the number nearest to but no less than one-third shall be the number of retiring Directors, provided that every Director shall be subject to retirement by rotation at least once every three years. Mr. Zhang Wanneng, Mr. Chen Jing and Mr. Chen Yong shall retire from office by rotation at the AGM, and being eligible, will offer themselves for re-election, which has been considered and is recommended by Nomination Committee.
Brief biographical and other details of the Directors proposed to be re-elected at the AGM which are required to be disclosed under the Listing Rules are set out in Appendix II to this circular.
4. ANNUAL GENERAL MEETING, PROXY ARRANGEMENT AND CORPORATE REPRESENTATIVE ARRANGEMENT AND CLOSURE OF MEMBERS
The notice of the Annual General Meeting is set out on pages AGM-1 to AGM-4 of this circular.
Voting by Way of Poll
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution purely relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
LETTER FROM THE BOARD
Proxy Form
A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete and sign the accompanying form of proxy, in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of the power of attorney or authority, to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. at or before 10:00 a.m. on Sunday, 1 June 2025) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) if you so wish and, in such event, your appointment of proxy under any form of proxy shall be deemed to be revoked.
Closure of Register of Members
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 29 May 2025 to Tuesday, 3 June 2025, both days inclusive, during which period no transfer of Shares shall be effected. In order to qualify for the entitlement to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Share Registrar for registration no later than 4:30 p.m. on Wednesday, 28 May 2025.
5. RECOMMENDATION
The Directors consider that the proposed grant of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate and the proposed re-election of the Directors eligible for re-election 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 all the resolutions to be proposed at the AGM.
6. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendix I (Explanatory statement) and Appendix II (Details of the retiring Directors proposed to be re-elected at the Annual General Meeting) to this circular.
By order of the Board
HealthyWay Inc.
ZHANG WANNENG
Chairman, Chief Executive Officer and Executive Director
APPENDIX I
EXPLANATORY STATEMENT
The following is the explanatory statement as required by the Listing Rules to be provided to the Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors at the AGM.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 877,704,800 Shares.
Subject to the passing of the ordinary resolution to approve the Repurchase Mandate at the AGM and on the basis that there is no change in the total number of Shares in issue between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to a maximum of 87,770,480 Shares, representing 10% of the total number of issued Shares (excluding treasury shares, if any) as at the Latest Practicable Date.
The Company may cancel such repurchased Shares or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases of Shares.
The Repurchase Mandate, if approved by the Shareholders at the AGM, will continue 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 Company is required by the Articles of Association or any applicable laws of the Cayman Islands to hold its next annual general meeting; and
(iii) the revocation or variation of such authority by ordinary resolution of the Shareholders in a general meeting.
2. REASONS FOR REPURCHASE
The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchase of Shares may, depending on the 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 a repurchase will benefit the Company and the Shareholders as a whole.
3. FUNDING OF SHARE REPURCHASE
Repurchase of Shares will be funded by the Company's internal resources, which shall be funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.
APPENDIX I
EXPLANATORY STATEMENT
4. IMPACT OF SHARE REPURCHASE
Any repurchase of Shares will be made out of funds which are legally available for the purpose in accordance with the Articles of Association, the Listing Rules and the Companies Act. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, any repurchases by the Company may be made out of profits of the Company, out of the Company's share premium account, out of proceeds of a new issue of Shares made for the purpose of the repurchase or, if authorised by the Articles of Association and subject to the Companies Act, out of capital. Any amount of premium payable on the purchase over the par value of the Shares to be repurchased must be paid out of profits of the Company or from sums standing to the credit of the Company's share premium account or, if authorised by the Articles of Association and subject to the Companies Act, out of capital.
As compared with the financial position of the Company as at 31 December 2024 (being the date to which the latest audited accounts of the Company were made up), the Directors consider that there might be a material adverse impact on the working capital or the gearing position of the Company in the event that the Repurchase Mandate was to be exercised in full during the proposed repurchase period. The Directors do not intend 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. MARKET PRICES OF SHARES
The monthly highest and lowest prices per Share at which the Shares traded on the Stock Exchange during from the Listing Date, and up to the Latest Practicable Date, were as follows:
| Price per Share | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| December (since the Listing Date) | 13.08 | 9.40 |
| 2025 | ||
| January | 16.68 | 12.10 |
| February | 24.10 | 12.80 |
| March | 31.50 | 19.32 |
| April (up to the Latest Practicable Date) | 33.25 | 26.00 |
APPENDIX I
EXPLANATORY STATEMENT
6. GENERAL
None of the Directors or, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention to sell Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholder.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.
The Company confirms that the explanatory statement set out in this Appendix contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the Repurchase Mandate has unusual features.
7. EFFECT OF THE TAKEOVERS CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of a repurchase of Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of the Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
If the Repurchase Mandate were exercised in full, the percentage of the shareholdings of the Shareholders, who have an interest in 5% or more of the total issued Shares (based on the number of Shares they held as at the Latest Practicable Date), before and after such repurchase would be as follows:
| Name of Shareholder | Number of Shares held/interested | Percentage of shareholdings as at the Latest Practicable Date | Approximate percentage of shareholdings if the Repurchase Mandate is exercised in full |
|---|---|---|---|
| Affluent Base Limited | 295,915,335 | 33.71% | 37.46% |
| Baidu HK Limited | 106,245,100 | 12.11% | 13.45% |
| Best Premier Group Investment Limited | 91,530,500 | 10.43% | 11.59% |
| May Jyu Limited | 81,012,500 | 9.23% | 10.26% |
APPENDIX I
EXPLANATORY STATEMENT
Notes:
(1) Affluent Base is a limited liability company incorporated in the BVI. As of the Latest Practicable Date, Affluent Base is wholly owned by Mr. Zhang Wanneng (executive director, Chairman and Chief Executive Officer of the Company).
(2) Baidu (HK) is a wholly-owned subsidiary of Baidu, Inc., a company listed on the Stock Exchange (stock code: 9888. HK).
(3) Best Premier is a limited liability company incorporated in the BVI. As of the Latest Practicable Date, Best Premier is wholly-owned by Mr. Chen Yong, one of our non-executive Directors.
(4) May Jyu is a limited liability company incorporated in the BVI. As of the Latest Practicable Date, May Jyu was wholly-owned by Mr. Zhang Wande.
In the event that the Repurchase Mandate is exercised in full, the interest of Affluent Base Limited will increase from 33.71% to approximately 37.46%. Such increase would trigger an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases made pursuant to the Share Repurchase Mandate. In addition, the Directors have no present intention to exercise the Share Repurchase Mandate and will not effect repurchase to such an extent which would result in the Company failing to comply with Rule 8.08 of the Listing Rules which requires a public float of 25%.
- SHARES REPURCHASE MADE BY THE COMPANY
The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.
- I-4 -
APPENDIX II
BRIEF BIOGRAPHICAL AND OTHER DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:
EXECUTIVE DIRECTORS
Zhang Wanneng
Mr. Zhang Wanneng (“Mr. Zhang”), aged 58, is the chairman of the Board and chief executive officer of the Company. Mr. Zhang was appointed as an executive Director on 30 May 2023, he is responsible for the overall management, strategic planning and decision-making of the Group.
Mr. Zhang is the founder of our Group and has more than 20 years’ experience in the digital healthcare industry. Mr. Zhang started to serve the Group since February 2001 and has been responsible for forming our business model, supervising and managing our operation since then. Currently, he also holds directorships in several subsidiaries of our Group, among others, Health Road HealthTech, Fujian Health Road, Fujian Health MedTech, Fujian Health Management, Yinchuan Borderless and Hubei Health.
Prior to the founding of our Group, Mr. Zhang worked in Fujian Shida Computer Company Limited* (福建寶達電腦集團股份有限公司), which is primarily engaged in mobile intelligent terminal business and Internet of things perimeter security business, until December 1999.
Mr. Zhang obtained a bachelor’s degree in biological and medical instruments from Zhejiang University (浙江大學) in July 1991, a master’s degree in business administration from Renmin University of China (中國人民大學) in May 2006, and was accredited as a senior engineer by the Department of Human Resources and Social Security of Fujian Province* (福建省人力資源和社會保障廳) in June 2006.
Mr. Zhang has been the president of council of the Fujian Alumni Association of Zhejiang University since February 2017. He has also taken up social positions such as the deputy chairman of the Fujian Electronic Commerce Association (福建省電子商務協會) since April 2015 and the standing director of the First Fujian Network Information Industry Federation (福建省網信產業聯合會) since March 2023. Mr. Zhang was also awarded the honorary titles of Outstanding Figure on Health Management of China (中華健康管理傑出人物) from 2008 to 2009 and Outstanding Talent in the Internet Economy* (互聯網經濟優秀人才) in 2007.
Mr. Zhang entered into a service contract with the Company for an initial term of three years commencing from 30 December 2024 and shall continue thereafter unless and until it is terminated in accordance with their respective terms. Pursuant to the said service contract, Mr. Zhang is entitled to annual emoluments of HK$908,837, and a discretionary bonus, if so recommended by the Remuneration Committee and approved by the Board at its absolute discretion, the amount of which is determined with reference to the audited consolidated net profit of the Group after taxation and minority interests but before extraordinary items in respect of each complete financial year of the Company during which his appointment hereunder subsists. Such emoluments have been determined by reference to his qualifications, experience and responsibilities in the Company and the prevailing market conditions and is subject to an annual review.
- II-1 -
APPENDIX II
BRIEF BIOGRAPHICAL AND OTHER DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
As at the Latest Practicable Date, Mr. Zhang, as the sole shareholder of Affluent Base Limited, indirectly holds 295,915,335 shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Zhang (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company; and (iii) has not held any other directorships in any other listed public companies in the last three years.
Save as disclosed above, Mr. Zhang is not aware of any other matters that needs to be brought to the attention of the Shareholders nor is Mr. Zhang involved in any of the matters required to be disclosed pursuant to any of the requirements under the Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
Chen Jing
Mr. Chen Jing("Mr. Chen"), aged 47, is senior vice president of the Company and was appointed as executive Director on 30 May 2023, primarily responsible for the business expansion, marketing and investor relations of the Group.
Mr. Chen joined the Group in December 2006. He had served as the Fujian regional general manager of Fuzhou Health Road from December 2006 to December 2008 and had been responsible for the overall business operation and management in Fujian Province. Mr. Chen held various managerial positions in Fujian Health Management since January 2009, including: (i) the Guangdong regional general manager from January 2009 to July 2010, where he was responsible for business expansion and business management in Guangdong Province; (ii) the Beijing regional vice president from July 2010 to January 2013, where he was in charge of the service center and the business operation in Beijing; and (iii) the general manager of the central China (including Fujian, Hubei, Hunan, Jiangxi and Henan, which are the core regions of our operation) from January 2013 to June 2015. From December 2015 to October 2016, Mr. Chen Jing had served as the general manager of the primary business unit, market service center and operation center of Fujian Health Road and was responsible for our business expansion, relationship and service management for customers and physicians. From October 2016 to February 2022, Mr. Chen Jing served as the vice president of Fujian Health Road and was responsible for our business expansion, marketing, customer service and family health care. Since February 2022 to the present, Mr. Chen Jing has been worked as the senior vice president of Fujian Health Road and has been responsible for the business expansion, marketing and investor relations of our Company. Currently, Mr. Chen Jing also holds directorships in Fujian Health Road and Fujian Health Management.
Mr. Chen obtained a bachelor's degree in economics from Xiamen University (廈門大學) in July 2000.
Mr. Chen entered into a service contract with the Company for an initial term of three years commencing from 30 December 2024 and shall continue thereafter unless and until it is terminated in accordance with their respective terms. Pursuant to the said service contract, Mr. Chen is entitled to annual emoluments of HK$679,016, and a discretionary bonus, if so recommended by the Remuneration
- II-2 -
APPENDIX II
BRIEF BIOGRAPHICAL AND OTHER DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Committee and approved by the Board at its absolute discretion, the amount of which is determined with reference to the audited consolidated net profit of the Group after taxation and minority interests but before extraordinary items in respect of each complete financial year of the Company during which his appointment hereunder subsists. Such emoluments have been determined by reference to his qualifications, experience and responsibilities in the Company and the prevailing market conditions and is subject to an annual review.
As at the Latest Practicable Date, Mr. Chen holds 43.06% share of Jyun Jing Limited thus indirectly holding 42,774,900 Shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Chen (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company; and (iii) has not held any other directorships in any other listed public companies in the last three years.
Save as disclosed above, Mr. Chen is not aware of any other matters that needs to be brought to the attention of the Shareholders nor is Mr. Chen involved in any of the matters required to be disclosed pursuant to any of the requirements under the Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
NON-EXECUTIVE DIRECTORS
Mr. Zhang Xiangming (章向明), aged 43, was appointed as a non-executive Director of the Company on 30 May 2023, primarily responsible for providing insights for the management, operation and strategic planning of the Group. Mr. Zhang Xiangming was nominated by Baidu Inc., one of the shareholders of the Company.
Mr. Zhang Xiangming has been serving as the technical director of Yilai (Hainan) Network Technology Co., Ltd (醫來(海南)網絡科技有限公司) (a subsidiary of Baidu Health(Beijing) Technology Co., Ltd. (百度健康(北京)科技有限公司)) since October 2021. From September 2008 to June 2016, Mr. Zhang Xiangming served as a senior technologist of Taobao (China) Software Co., Ltd (淘寶(中國)軟件有限公司). From September 2016 to October 2021, Mr. Zhang Xiangming served as a senior technical director of Ping An Health Cloud Company Limited Hainan Branch (平安健康互聯網股份有限公司海南分公司).
Mr. Zhang Xiangming obtained a bachelor's degree in measuring and control technology and instruments from Anhui University of Science and Technology (安徽理工大學) in July 2003.
Mr. Zhang Xiangming has signed a letter of appointment with the Company for a fixed term of three years commencing 3 April 2023 and shall continue thereafter unless and until it is terminated in accordance with their respective terms. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the said letter of appointment, Mr. Zhang Xiangming does not receive any annual emoluments. Such emoluments have been determined by reference to his qualifications, experience and responsibilities in the Company and the prevailing market conditions and is subject to an annual review.
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APPENDIX II
BRIEF BIOGRAPHICAL AND OTHER DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
As at the Latest Practicable Date, Mr. Zhang Xiangming doesn't hold any Shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Zhang Xiangming (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company; and (iii) has not held any other directorships in any other listed public companies in the last three years.
Save as disclosed above, Mr. Zhang Xiangming is not aware of any other matters that needs to be brought to the attention of the Shareholders nor is Mr. Zhang Xiangming involved in any of the matters required to be disclosed pursuant to any of the requirements under the Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
- II-4 -
NOTICE OF ANNUAL GENERAL MEETING
HealthyWay Inc.
健康之路股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2587)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of HealthyWay Inc. (the “Company”) will be held at 22nd Floor, No. 3 Building, F Zone, Fuzhou Software Park, 89 Software Avenue, Gulou District, Fuzhou, Fujian PRC on Tuesday, 3 June 2025 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
As ordinary business, to consider and, if thought fit, pass with or without amendments, the following resolutions as an ordinary resolution:
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To receive and consider the audited consolidated financial statements and the reports of the directors (the “Directors”) and the auditor of the Company and its subsidiaries (collectively the “Group”) for the year ended 31 December 2024;
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To re-elect, each as a separate resolution, the following persons as the Directors, and to authorise the board of Directors (the “Board”) to fix the remuneration of the Directors:
(a) To re-elect Mr. Zhang Wanneng as an executive Director.
(b) To re-elect Mr. Chen Jing as an executive Director.
(c) To re-elect Mr. Zhang Xiangming as a non-executive Director.
(d) To authorise the board (the “Board”) of Directors to fix the Directors’ remuneration;
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To re-appoint KPMG as the auditor of the Company and to authorise the Board to fix its remuneration;
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AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as an ordinary resolution:
- “THAT:
(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.
- “THAT:
(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
NOTICE OF ANNUAL GENERAL MEETING
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of options under a share option scheme of the Company; and
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general setting."
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares whose names stand on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
- "THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution."
By order of the Board
HealthyWay Inc.
Zhang Wanneng
Chairman, Chief Executive Officer and Executive Director
Hong Kong, 24 April 2025
Notes:
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Any member of the Company entitled to attend and vote at the AGM may appoint another person as his proxy to attend and to vote instead of him. A proxy need not be a member of the Company.
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All resolutions at the AGM will be taken by way of poll pursuant to the Listing Rules and the results of the poll will be published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.jkzlkj.cn in accordance with the Listing Rules.
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Where there are joint registered holders of any Share, any one such person may vote at the meeting, 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 the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. 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 holders, 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.
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In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (the "Share Registrar"), as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. at or before 10:00 a.m. on Sunday, 1 June 2025) or any adjournment thereof.
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For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 29 May 2025 to Tuesday, 3 June 2025, both days inclusive, during which period no transfer of Shares shall be effected. In order to qualify for the entitlement to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Share Registrar for registration no later than 4:30 p.m. on Wednesday, 28 May 2025.
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If a typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal is in force at or at any time on or after 9:00 a.m. on the date of the AGM, the AGM will be adjourned. The Company will post an announcement on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.jkzlkj.cn and to notify the shareholders of the date, time and place of the adjourned meeting. The AGM will be held as scheduled when an amber or a red rainstorm warning signal is in force. The shareholders should decide on their own whether they would attend the AGM under bad weather conditions bearing in mind their own situations.
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References to time and dates in this notice are to Hong Kong time and dates.
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AGM-4 -