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HSC Resources Group Limited — Proxy Solicitation & Information Statement 2026
Apr 8, 2026
50214_rns_2026-04-08_fd9e275e-0e15-45ef-b2f6-d1f8724f9eaa.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about 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 HSC Resources Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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.
HSC Resources Group Limited
鴻盛昌資源集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1850)
(1) PROPOSED CHANGE OF COMPANY NAME
AND
(2) NOTICE OF EGM
Unless the context otherwise requires, capitalized terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular. A notice convening the EGM of HSC Resources Group Limited to be held at 9:30 a.m. on Monday, 27 April 2026 at 22/F, Euro Trade Centre, 13-14 Connaught Road Central, Central, Hong Kong, at which, among other things, the above proposal will be considered, which set out on pages EGM-1 to EGM-2 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.
Hong Kong, 9 April 2026
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD 3
- Introduction 3
- Proposed Change of Company Name 4
- EGM. 5
- Voting by Way of Poll 5
- Closure of Register of Members for EGM 5
- Responsibility Statement 6
- Recommendation 6
- General. 6
NOTICE OF EGM EGM-1
DEFINITIONS
In this circular, unless the context otherwise requires, the following expression have the following meanings:
"Articles" or "Articles of Association"
the articles of association of the Company as amended from time to time
"Board"
the board of Directors
"Company"
HSC Resources Group Limited, an exempted company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange (stock code: 1850)
"Director(s)"
the director(s) of the Company
"EGM"
the extraordinary general meeting of the Company to be convened and held at 9:30 a.m. on Monday, 27 April 2026 at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong, notice of which is set out on pages EGM-1 to EGM-2 of this circular and any adjournment thereof
"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"
1 April 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"PRC"
the People's Republic of China which, for the purposes of this circular, excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan
"Proposed Change of Company Name"
the proposed change of English name of the Company from "HSC Resources Group Limited" to "Beautiful Life Group Holdings Limited" and the dual foreign name in Chinese of the Company from "鴻盛昌資源集團有限公司" to "美好生活集團控股有限公司"
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- 2 -
DEFINITIONS
"Registrar"
the Registrar of Companies in the Cayman Islands
"Share(s)"
ordinary share(s) of HK$0.01 each (or of such other nominal amount as shall result from a sub-division, reduction, a consolidation, reclassification or reconstruction of such shares from time to time) in the share capital of the Company
"Shareholder(s)"
holder(s) of the Share(s) from time to time
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
The English text of this circular, the notice of the EGM and accompanying form of proxy shall prevail over their respective Chinese text in case of inconsistency.
LETTER FROM THE BOARD
HSC Resources Group Limited
鴻盛昌資源集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1850)
Executive Directors:
Mr. Li Shing Kuen Alexander
Mr. Wang Le
Ms. Ma Man Chi
Independent non-executive Directors:
Mr. Li Ka Chun Gordon
Ms. Ye Liping
Ms. Li Fang
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head office and principal place of business:
Unit 501,5/F,
The Cendas,
15 Sheung Yuet Road,
Kowloon Bay, Kowloon,
Hong Kong
9 April 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED CHANGE OF COMPANY NAME
AND
(2) NOTICE OF EGM
- INTRODUCTION
Reference is made to the announcement of the Company dated 2 April 2026. The purpose of this circular is to provide you with information on the resolution to be proposed at the EGM regarding, among other things, the Proposed Change of Company Name, and to give you notice of the EGM at which the resolution will be proposed to consider and, if thought fit, approve such matters.
LETTER FROM THE BOARD
2. PROPOSED CHANGE OF COMPANY NAME
As disclosed in the Company's announcement dated 2 April 2026, the Board proposed to change the English name of the Company from "HSC Resources Group Limited" to "Beautiful Life Group Holdings Limited" and the dual foreign name in Chinese of the Company from "鴻盛昌資源集團有限公司" to "美好生活集團控股有限公司".
Conditions of Proposed Change of Company Name
The Proposed Change of Company Name is subject to the following conditions:
(i) the passing of a special resolution by our shareholders approving the Proposed Change of Company Name at an extraordinary general meeting of the Company (the "EGM"); and
(ii) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name by issuing a certificate of incorporation on change of name (the "Cayman Registration").
Assuming the above conditions are satisfied, the Proposed Change of Company Name will take effect from the date on which the Cayman Registration is completed. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.
Reasons for the Proposed Change of Company Name
The Company is an investment holding company. The Group is principally engaged in designing, supply and installation of fire safety systems for buildings under construction. In addition, the Company is also engaged in re-development, maintenance and repair of fire safety systems for built premises and trading of fire service accessories.
The Board considers that the Proposed Change of Company Name will better reflect the current status of the Group's business operation. Further, the Board believes that the new English and Chinese names of the Company will provide the Company with a new corporate image which will benefit the Company's future business development. Therefore, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.
Effects of the Proposed Change of Company Name
The Proposed Change of Company Name will not affect any rights of the shareholders of the Company or the Company's daily business operation and its overall financial position.
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LETTER FROM THE BOARD
All existing share certificates in issue bearing the existing names of the Company shall continue to be evidence of legal title to the shares of the Company and valid for trading, settlement, registration and delivery purposes.
Accordingly, the Company will not have any arrangement for free exchange of existing share certificates for new share certificates bearing the new names of the Company. Once the Proposed Change of Company Name becomes effective, share certificates of the Company will be issued in the new names of the Company and the shares of the Company will be traded on the main board of the Stock Exchange under the new names.
In addition, subject to confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Proposed Change of Company Name becomes effective.
3. EGM
A notice of the EGM is set out on pages EGM-1 to EGM-2 of this circular.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolution to be put forward at the EGM.
At the EGM, a special resolution will be proposed to the Shareholders to be considered at the EGM, namely, the proposed change of Company name.
A form of proxy for use at the EGM is enclosed herewith. Whether or not you intend to attend the EGM in person, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
4. VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules and article 66 of the Articles of Association, all votes at the EGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
LETTER FROM THE BOARD
5. CLOSURE OF REGISTER OF MEMBERS FOR EGM
For the purpose of determining the Shareholders' eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 22 April 2026 to Monday, 27 April 2026 (both dates inclusive), during which period no transfer of Shares will be registered. The record date for determining the entitlement of the Shareholders to attend and vote at the EGM will be Monday, 27 April 2026. In order to qualify for attending and voting at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, not later than 4:30 p.m. on Tuesday, 21 April 2026.
6. RESPONSIBILITY STATEMENT
This circular, for which the directors of the issuer 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 issuer. 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.
7. RECOMMENDATION
The Directors consider the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.
8. GENERAL
Your attention is drawn to the additional information set out in appendix to this circular.
By Order of the Board
HSC Resources Group Limited
Li Shing Kuen Alexander
Executive Director
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NOTICE OF EGM
HSC Resources Group Limited
鴻盛昌資源集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1850)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of HSC Resources Group Limited (the “Company”) will be held at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong, on Monday, 27 April 2026, at 9:30 a.m. for the following purposes:
SPECIAL RESOLUTION
To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:
- “THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “HSC Resources Group Limited” to “Beautiful Life Group Holdings Limited”, and the Chinese name “美好生活集團控股有限公司” be adopted and registered as the dual foreign name of the Company in place of its existing Chinese name “鴻盛昌資源集團有限公司” with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands, and that any one or more director of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/she may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the change of the name of the Company and to attend to any necessary registration and/or filing in the Cayman Islands and Hong Kong for and on behalf of the Company.”
By Order of the Board
HSC Resources Group Limited
Li Shing Kuen Alexander
Executive Director
Hong Kong, 9 April 2026
- EGM-1 -
NOTICE OF EGM
Notes:
-
Any member of the Company entitled to attend and vote at the meeting 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 a general meeting of the Company. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.
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A form of proxy for the EGM is enclosed.
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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.
-
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority shall be deposited at the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting (as the case may be) at which the person named in the instrument proposes to vote.
-
Where there are joint holders of any Share, any one of such persons may vote at any 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 any meeting personally or by proxy, that one of the said persons so present whose name stand first on the register in respect of such Shares shall alone be entitled to vote in respect thereof.
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The record date for determining the entitlement of the Shareholders to attend and vote at the EGM will be Monday, 27 April 2026. For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from Wednesday, 22 April 2026 to Monday, 27 April 2026 (both days inclusive), during which period no transfer of the Shares will be effected. To be eligible to attend and vote at the EGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, not later than 4:30 p.m. on Tuesday, 21 April 2026.
As at the date of this notice, the Executive Directors are Mr. Li Shing Kuen Alexander, Mr. Wang Le and Ms. Ma Man Chi; and the Independent Non-executive Directors are Mr. Li Ka Chun Gordon, Ms. Ye Liping and Ms. Li Fang.
- EGM-2 -