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Huili Resources (Group) Limited Proxy Solicitation & Information Statement 2025
49837_rns_2025-04-22_28998cfa-59cb-4eff-a911-f81b91d0b5ba.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 a 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 Huili Resources (Group) Limited (the "Company"), you should at once hand this circular, together with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
滙力集團
HUILI GROUP
Huili Resources (Group) Limited
滙力資源（集團）有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1303)
(1) GENERAL MANDATES TO ISSUE NEW SHARES
AND TO BUY-BACK SHARES;
(2) RE-ELECTION OF DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at Rooms 36–40, 50/F., Sun Hung Kai Center, 30 Harbour, Hong Kong at 11:30 a.m. on 20 June 2025 is set out on pages AGM-1 to AGM-6 of this circular.
A form of proxy for use at the annual general meeting is enclosed herewith. Whether or not you are able to attend the meeting in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it 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 later than 11:30 a.m. on 18 June 2025, or not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (if applicable). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish and in such case, the form of proxy previously submitted shall be deemed to be revoked.
22 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 4
General Mandates to Issue New Shares and to Buy-back Shares 5
Re-election of Directors 6
Annual General Meeting 7
Closure of Register of Members 8
Responsibility Statement 8
Recommendation 8
Other Information 8
Appendix I — Explanatory Statement 9
Appendix II — Details of Directors 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 shall have the following meanings:
“2024 AGM” the annual general meeting of the Company held on 14 June 2024
“AGM” the annual general meeting of the Company to be held at Rooms 36–40, 50/F., Sun Hung Kai Center, 30 Harbour Road, Wan Chai, Hong Kong at 11:30 a.m. on 20 June 2025, notice of which is set out on pages AGM-1 to AGM-6 of this circular, or any adjournment thereof
“Articles of Association” the articles of association of the Company as amended, supplemented or otherwise modified from time to time
“Board” the board of Directors
“Business Day(s)” any day on which the Stock Exchange is open for the business of dealing in securities listed thereon
“Buy-back Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of the relevant resolution granting such mandate
“CCASS” the Central Clearing and Settlement System established and operated by HKSCC
“close associate(s)” has the meaning ascribed to it under the Listing Rules
“Companies Act” the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
“Company” Huili Resources (Group) Limited (滙力資源(集團)有限公司), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1303)
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
– 1 –
DEFINITIONS
| “Director(s)” | the director(s) of the Company |
|---|---|
| “Group” | the Company and its subsidiaries |
| “HK$” | Hong Kong Dollar, the lawful currency of Hong Kong |
| “HKSCC” | Hong Kong Securities Clearing Company Limited |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Issue Mandate” | a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue or otherwise 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 relevant resolution granting such mandate |
| “Latest Practicable Date” | 14 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 |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “Notice” | the notice convening the AGM as set out on pages AGM-1 to AGM-6 of this circular |
| “PRC” or “China” | the People’s Republic of China |
| “SFO” | Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s) of HK$0.10 each in the share capital of the Company, which include Treasury Share(s) of the Company, if any, and the holders of Treasury Shares have no voting rights at the general meeting(s) of the Company |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Code on Takeovers and Mergers and Share Buy-backs |
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DEFINITIONS
“Treasury Shares” has the meaning ascribed to it under the Listing Rules
“%” per cent
- 3 -
LETTER FROM THE BOARD
涇力集團
HUILI GROUP
Huili Resources (Group) Limited
涇力資源（集團）有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1303)
Executive Directors:
Mr. Cui Yazhou (Chairman)
Ms. Wang Qian
Mr. Ye Xin
Mr. Zhou Jianzhong
Registered office:
Cricket Square
Hutchins Drive, PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Non-executive Director:
Mr. Cao Ye
Principal place of business
in Hong Kong:
Rooms 36–40, 50/F.
Sun Hung Kai Center
30 Harbour Road
Wan Chai
Hong Kong
Independent non-executive Directors:
Ms. Xiang Siying
Mr. Yuen Koon Tung
Mr. Chan Ping Kuen
22 April 2025
To the Shareholders
Dear Sir or Madam,
(1) GENERAL MANDATES TO ISSUE NEW SHARES
AND TO BUY-BACK SHARES;
(2) RE-ELECTION OF DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you the Notice and to provide you with information regarding the resolutions to be proposed at the AGM relating to (i) the granting to the Directors of the Issue Mandate and the Buy-back Mandate; (ii) the re-election of Directors; (iii) the
LETTER FROM THE BOARD
re-appointment of ZHONGHUI ANDA CPA Limited as the auditor of the Company; and (iv) to give you notice of the AGM.
GENERAL MANDATES TO ISSUE NEW SHARES AND TO BUY-BACK SHARES
The Company's existing general mandates to issue a maximum of 388,797,600 Shares and buy-back a maximum of 194,398,800 Shares were approved by the Shareholders at the 2024 AGM. As announced in (i) the announcement of the Company dated 24 July 2024, 73,333,333 Shares were allotted and issued under the existing general mandate as consideration shares for the acquisition of Mouton Investment Limited; and (ii) the announcement dated 10 October 2024, 85,819,957 Shares were allotted and issued under the existing general mandate as subscription shares (the "Subscription Shares") to Mr. Bong Chin Chung for the subscription of approximately 4.1% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares. The existing general mandate has been utilized as to 159,153,290 Shares, representing approximately 40.93% of the aggregate number of Shares which may be allotted and issued under the existing general mandate. The existing general mandates which have not been utilised will lapse at the conclusion of the AGM.
Accordingly, ordinary resolutions will be proposed at the AGM to grant to the Directors general mandates authorising them, inter alia, (a) to exercise the power of the Company to allot, issue and deal with new Shares (including any sale or transfer of Treasury Shares) not exceeding 20% of the issued Shares (excluding Treasury Shares) as at the date of the passing of such resolution; (b) to buy-back Shares not exceeding 10% of the issued Shares (excluding Treasury Shares) as at the date of the passing of such resolution; and (c) subject to the passing of the proposed ordinary resolutions to approve the Issue Mandate and the Buy-back Mandate at the AGM, to extend the Issue Mandate by the number of Shares bought back under the Buy-back Mandate.
The Issue Mandate and the Buy-back Mandate shall remain in effect until the conclusion of the next annual general meeting of the Company, or the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held, or until revoked, renewed or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.
As at the Latest Practicable Date, there were 2,103,141,290 Shares in issue and there were no treasury shares. Subject to the passing of the ordinary resolutions to approve the Issue Mandate and the Buy-back Mandate at the AGM and on the basis that no further Shares will be issued or bought-back between the Latest Practicable Date and the date of the AGM, the Company would be allowed to issue up to a maximum of 420,628,258 Shares under the Issue Mandate (assuming the Buy-back Mandate has not been utilised) and to buy-back up to a maximum of 210,314,129 Shares under the Buy-back Mandate.
The Directors have no present intention to exercise the Issue Mandate to issue and allot Shares and to exercise the Buy-back Mandate to buy-back Shares.
LETTER FROM THE BOARD
An explanatory statement providing all the information required under the Listing Rules regarding the Buy-back Mandate is set out in Appendix I to this circular.
RE-ELECTION OF DIRECTORS
Pursuant to article 83(3) of the Articles of Association, a Director appointed by the Board to fill a casual vacancy on the Board or as an addition to the existing Board shall hold office until the next following annual general meeting and be subject to re-election at such meeting. Accordingly, Mr. Yuen Koon Tung (“Mr. Yuen”) shall retire at the AGM in accordance with article 83(3) of the Articles of Association and being eligible, will offer himself for re-election at the AGM.
Pursuant to article 84(1) of the Articles of Association, at each annual general meeting, one third of the Directors for the time being (or if their number is not a multiple of three, the number nearest to but not less than one third) shall retire from office by rotation, provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. In accordance with the above provision, Mr. Cui Yazhou (“Mr. Cui”), Mr. Cao Ye (“Mr. Cao”) and Mr. Chan Ping Kuen (“Mr. Chan”) will retire from office and, being eligible, offer themselves for re-election at the AGM.
Details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
The nomination committee (the “Nomination Committee”) of the Company has reviewed the structure and composition of the Board in accordance with the nomination policy of the Company and the objective criteria (including but not limited to gender, age, cultural, educational background, professional experience, skills and know-how) with due regard for the benefits of diversity, as set out under the board diversity policy of the Company.
With the recommendation by the Nomination Committee and having considered the skills, knowledge and professional experience of the retiring Directors as described in their respective biographical information set out in Appendix II to this circular, the Board is of the view that each of the above Directors has extensive professional experience in affairs of finance and management and can provide valuable and diverse views, as well as relevant insights to the Board and contribute to the diversity of the Board, the Company’s corporate strategy and the independence of the retiring independent non-executive Director.
The Board recommended the retiring Directors, Mr. Yuen, Mr. Cui, Mr. Cao and Mr. Chan, to stand for re-election as Directors at the AGM. Each of the retiring Directors abstained from voting at the relevant Board meetings on the respective propositions of their recommendations for re-election by the Shareholders.
Each of Mr. Yuen and Mr. Chan are existing independent non-executive Directors.
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LETTER FROM THE BOARD
Mr. Yuen obtained a Bachelor of Business Administration degree with a major in finance from the Chinese University of Hong Kong in December 1994. He was admitted as a regular member of the American Institute of Certified Public Accountants on 30 April 2000.
Mr. Chan obtained a bachelor's degree in accounting from Jinan University in 2009 and has over 10 years of experience in the mining and material trading industry. Mr. Chan is currently the trading director of a coal trading company which is mainly engaged in the coal import business in the PRC.
Each of Mr. Yuen and Mr. Chan have not engaged in any executive management of the Group and have demonstrated the ability to provide an independent view on the Company's matters in different perspectives and each of their presence in the Board with their experience and background contributes to the diversity of the Board. The Board is of the view that each of Mr. Yuen and Mr. Chan are able to continue to fulfill their roles as independent non-executive Directors and thus recommends each of them for re-election at the AGM.
Further, the Board has assessed the independence of Mr. Yuen and Mr. Chan based on their confirmation of independence with reference to the criteria as set out under Rule 3.13 of the Listing Rules and is of the view that Mr. Yuen and Mr. Chan meet the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.
Brief biographical and other details of the retiring Directors offering themselves for re-election at the AGM, which are required to be disclosed under the Listing Rules, are set out in Appendix II to this circular.
ANNUAL GENERAL MEETING
The Notice is set out on pages AGM-1 to AGM-6 of this circular at which resolutions will be proposed, inter alia, to re-elect Directors, to re-appoint auditors and to approve the grant of the Issue Mandate and the Buy-back Mandate.
A form of proxy for use at the AGM is enclosed herewith. Whether or not you propose to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it 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 later than 11:30 a.m. on 20 June 2025, or not less than 48 hours before the time fixed for holding any adjourned meeting (if applicable). Completion and return of the form of proxy will not prevent you from attending and voting at the AGM or any adjourned meeting thereof (as the case may be) should you wish to do so, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll (except where the resolution relates purely to a procedural or administrative matter which may be voted on by a show of hands) and accordingly, all
LETTER FROM THE BOARD
resolutions proposed at the AGM will be taken by poll. To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, none of the Shareholders are required to abstain from voting on the ordinary resolutions to be proposed at the AGM pursuant to the Listing Rules and/or the Articles of Association.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from 17 June 2025 to 20 June 2025, both days inclusive, in order to determine the entitlement to attend the AGM. In order to qualify for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on 16 June 2025.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Directors consider that the proposals referred to in this circular are all 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 relevant ordinary resolutions to be proposed at the AGM.
OTHER INFORMATION
Your attention is also drawn to the information as set out in the appendices to this circular.
Yours faithfully,
By Order of the Board
Huili Resources (Group) Limited
Cui Yazhou
Chairman
APPENDIX I
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Buy-back Mandate.
1. LISTING RULES RELATING TO THE BUY-BACK OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy-back their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all buy-back of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.
2. NUMBER OF BUY-BACK SHARES
As at the Latest Practicable Date, the issued share capital of the Company comprised 2,103,141,290 fully paid up Shares of HK$0.10 each. Subject to the passing of the ordinary resolution to approve the Buy-back Mandate at the AGM and on the basis that no further Shares will be issued or bought-back between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Buy-back Mandate to buy-back up to a maximum of 210,314,129 fully paid up Shares, representing 10% of the issued share capital of the Company (excluding Treasury Shares) as at the date of passing of the ordinary resolution, during the period ending on 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 or any applicable laws of the Cayman Islands to be held; or (iii) the passing of an ordinary resolution by the Shareholders in a general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors.
The Company may cancel such repurchased Shares or hold them as Treasury Shares for subsequent sale or transfer subject to market conditions and the Group's capital management needs at the relevant time of the repurchases. If the Company holds any Shares in treasury, any sale or transfer of Shares held in treasury will be subject to the terms of the Issue Mandate and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
To the extent that any Treasury Shares are deposited with the CCASS pending resale on the Stock Exchange, 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 approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to HKSCC to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the Treasury Shares from CCASS, and either
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APPENDIX I
EXPLANATORY STATEMENT
re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.
3. REASONS FOR BUY-BACK
The Directors believe that the Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets and/or earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders as a whole.
4. FUNDING OF BUY-BACK
Buy-back by the Company must be funded out of funds legally available for the purpose in accordance with the Articles of Association and the applicable laws and regulations of the Cayman Islands. A listed company may not buy-back 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 buy-back by the Company may be made out of funds which would otherwise be available for dividend or distribution, or out of the Company's share premium account or out of an issue of new 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.
On the basis of the financial position as at 31 December 2024 (being the date of the Company's latest audited accounts) and taking into account the current working capital position, the Directors consider that, if the Buy-back Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company. However, the Directors do not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
5. DISCLOSURE OF INTEREST
None of the Directors, nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates nor any directors of such associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Buy-back Mandate if such is approved by the Shareholders at the AGM.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Buy-back Mandate is approved by the Shareholders.
APPENDIX I
EXPLANATORY STATEMENT
6. DIRECTORS' OBLIGATIONS
The Directors will exercise the power of the Company under the Buy-back in accordance with the memorandum and articles of association of the Company, the Listing Rules and the applicable laws and regulations of the Cayman Islands.
7. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 0.450 | 0.345 |
| May | 0.530 | 0.340 |
| June | 0.600 | 0.420 |
| July | 0.660 | 0.460 |
| August | 0.560 | 0.420 |
| September | 0.500 | 0.400 |
| October | 0.550 | 0.300 |
| November | 0.500 | 0.305 |
| December | 0.365 | 0.310 |
| 2025 | | |
| January | 0.340 | 0.295 |
| February | 0.295 | 0.250 |
| March | 0.295 | 0.250 |
| April (Up to the Latest Practicable Date) | 0.275 | 0.260 |
8. SHARE BUY-BACK MADE BY THE COMPANY
There have been no buy-back by the Company, or any of its subsidiaries, of any Shares in the six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).
9. THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT
If a Shareholder's proportion increases as a result of the Directors exercising the powers of the Company to buy-back Shares pursuant to the Buy-back Mandate, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code.
As at the Latest Practicable Date, to the best information, belief and knowledge of the Directors, (1) Mr. Cui Yazhou ("Mr. Cui"), an executive Director, through Sky Circle
APPENDIX I
EXPLANATORY STATEMENT
International Limited (“Sky Circle”) (which was wholly owned by Mr. Cui as at the Latest Practical Date) (collectively “Cui & Sky Circle”), was interested in 521,000,000 Shares (approximately 24.8% of the issued share capital of the Company); (2) Mr. Feng Yuantao was interested in 306,522,040 Shares (approximately 14.6% of the issued share capital of the Company) and (3) Mr. Bong Chin Chung (“Mr. Bong”) was interested in 242,419,957 Shares (approximately 11.5% of the issued share capital of the Company). Save as aforesaid, no other Shareholder held more than 10% of the issued share capital of the Company as at the Latest Practicable Date. In the event that the Buy-back Mandate is exercised in full, the interest in the Shares of Cui & Sky Circle, Mr. Feng Yuantao and Mr. Bong would increase to approximately 27.5%, 16.2% and 12.8% of the issued share capital of the Company respectively. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code and also the Directors have no present intention to exercise the Buy-back Mandate. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchase of Shares under the Buy-back Mandate.
The Directors are also aware that the Listing Rules prohibit a company from making buy-back on the Stock Exchange if the result of the buy-back would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in the hands of the public. The Directors have no present intention to exercise the Buy-back Mandate to such an extent that would result in the Company failing to comply with the public float requirements under Rule 8.08 of the Listing Rules.
10. NO UNUSUAL FEATURES
The Directors confirm that neither this explanatory statement nor Buy-back Mandate has any unusual features.
APPENDIX II
DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
The biographical details of the Directors proposed to be re-elected at the AGM are set out as follows:
EXECUTIVE DIRECTOR
Mr. Cui Yazhou
Mr. Cui, aged 34, obtained a bachelor's degree in science of business administration from Gabelli School of Business of Fordham University. From May 2014 to November 2014, he served as the assistant investment manager in Everbright Financial Holding Asset Management Co. Ltd. (光大金控資產管理有限公司). From August 2015 to September 2019, he was the investment manager and the committee member of investment committee of Guangda Fuzun Investment Co., Ltd.* (光大富尊投資有限公司), a wholly owned subsidiary of Everbright Securities Company Limited (光大證券股份有限公司), a company listed on the main board of the Stock Exchange (stock code: 6178), and then served as the head of the energy industry research team and the investment manager in the equity investment trading department of Everbright Securities Company Limited from October 2019 to July 2021.
Mr. Cui was appointed as an executive Director on 10 November 2021 and as the chairman of the Board and an authorized representative of the Company on 1 June 2022.
Mr. Cui has entered into a service contract with the Company for a term of three years, and is subject to retirement by rotation and is eligible for re-election at the general meetings of the Company in accordance with the Articles of Association. Mr. Cui's Director's remuneration is HK$1,200,000 per annum. Mr. Cui will also be entitled to receive a discretionary bonus. The emolument was determined by the Board with reference to his experience, duties and responsibilities in the Company, the current market rate and the Group's remuneration policy.
As at the Latest Practicable Date, Mr. Cui owns 100% of the equity interests of Sky Circle, which holds 24.8% of the shareholding of the Company.
Saved as aforesaid, as at the Latest Practicable Date, Mr. Cui (i) did not hold positions with the Company and other members of the Group; (ii) did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company or its subsidiaries or any of their respective associates; (iii) has not been a director of any other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) does not hold any other major appointments and professional qualifications. Save as disclosed above, he did not have, and was not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.
Save as disclosed, there is no other information that needs to be disclosed pursuant to any of the requirements as set out in Rules 13.51(2)(h) to (v) of the Listing Rules and any other matters that need to be brought to the attention of the Shareholders and the Stock Exchange in relation to the re-election of Mr. Cui.
APPENDIX II
DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
NON-EXECUTIVE DIRECTOR
Mr. Cao Ye
Mr. Cao, aged 30, obtained a bachelor's degree in investment from the School of Banking and Finance, University of International Business and Economics (對外經濟貿易大學金融學院). He has extensive experience in investment and coal trading business. Since March 2015, he has held the position of the partner of 北京正略才誠資產管理有限公司 (Beijing Zhenglve Caicheng Asset Management Co, Ltd.) responsible for managing the fund that in acquisition, management and disposal of non-performing assets. Starting from November 2015, he has served as the assistant general manager of 山西昌盛鑫隆供應鏈管理服務有限公司 (Shanxi Changsheng Xinlong Supply Chain Service Co., Ltd.), which is a coal trading company, to assist the general manager in developing business strategy and is in charge of the sales and marketing department of the company. Since November 2018, Mr. Cao has joined 博通能源銷售(寧波)有限公司 (Botong Energy Trading (Ningbo) Co., Ltd.*), which engages in coal trading business, as general manager and is mainly responsible for formulating the strategy of the company's business, overseeing the finance function of the company, and monitoring and coordinating the business development of the company's coal trading business.
Mr. Cao was appointed as non-executive Director on 14 June 2019. Mr. Cao has entered into a service contract with the Company for a term of three years, and is subject to retirement by rotation and is eligible for re-election at the general meetings of the Company in accordance with the Articles of Association. Mr. Cao's director's remuneration is HK$120,000 per annum. The emolument was determined by the Board with reference to his experience, duties and responsibilities in the Company, the current market rate and the Group's remuneration policy.
Saved as aforesaid, as at the Latest Practicable Date, Mr. Cao (i) did not hold positions with the Company and other members of the Group; (ii) did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company or its subsidiaries or any of their respective associates; (iii) has not been a director of any other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) does not hold any other major appointments and professional qualifications. Save as disclosed above, he did not have, and was not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.
Save as disclosed, there is no other information that needs to be disclosed pursuant to any of the requirements as set out in Rules 13.51(2)(h) to (v) of the Listing Rules and any other matters that need to be brought to the attention of the Shareholders and the Stock Exchange in relation to the re-election of Mr. Cao.
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APPENDIX II
DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Yuen Koon Tung
Mr. Yuen, aged 52, obtained a Bachelor of Business Administration degree with a major in finance from the Chinese University of Hong Kong in December 1994. He was admitted as a regular member of the American Institute of Certified Public Accountants on 30 April 2000. Mr. Yuen worked in the audit department of Ernst & Young (Hong Kong) from September 1994 to April 1997 and the Listing Division of the Stock Exchange from September 1997 to June 2000. Between June 2000 to October 2001, Mr. Yuen also worked in the compliance department and corporate finance department in Credit Agricole Indosuez (Hong Kong) and in the corporate finance department of Core Pacific-Yamaichi Capital Limited (Hong Kong) from November 2001 to October 2002. From January 2003 to January 2023, Mr. Yuen acted as the associate director of Convoy Financial Services Limited. Mr. Yuen was appointed as an independent non-executive director of hmvod Limited (stock code: 8103), a company whose shares are listed on GEM of the Stock Exchange, from November 2017 to July 2018 and was re-designated to an executive director from July 2018 to October 2019. Mr. Yuen was the business development director of AID Partners Capital Limited, a private equity firm, from October 2015 to June 2022.
Mr. Yuen has been appointed as an independent non-executive Director for an initial term of three years commencing from 1 December 2024 and subject to termination by either party with not less than one month's prior written notice. Mr. Yuen shall hold office until the next following annual general meeting of the Company and shall then be eligible for re-election. Mr. Yuen shall also be subject to retirement by rotation at least once every three years at the annual general meetings of the Company since his last re-election pursuant to the articles of association of the Company. Pursuant to the letter of appointment, Mr. Yuen will be entitled to a Director's remuneration of HK$120,000 per annum which has been determined by the Board with reference to his duties and experience and the prevailing marketing conditions.
Mr. Yuen has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules.
Saved as aforesaid, as at the Latest Practicable Date, Mr. Yuen (i) did not hold positions with the Company and other members of the Group; (ii) did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company or its subsidiaries or any of their respective associates; (iii) has not been a director of any other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) does not hold any other major appointments and professional qualifications. Save as disclosed above, he did not have, and was not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.
Save as disclosed, there is no other information that needs to be disclosed pursuant to any of the requirements as set out in Rules 13.51(2)(h) to (v) of the Listing Rules and any other matters that need to be brought to the attention of the Shareholders and Stock Exchange in relation to the re-election of Mr. Yuen.
APPENDIX II
DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
Mr. Chan Ping Kuen
Mr. Chan, aged 39, has over 10 years of experience in the mining and material trading industry. Mr. Chan is currently the trading director of a coal trading company which is mainly engaged in the coal import business in the PRC. From April 2013 to October 2022, Mr. Chan was the trading director of Ares Asia Limited, a company listed on the main board of the Stock Exchange (stock code: 645), and was responsible for coal, iron ore and rice imports to the PRC. From April 2011 to March 2013, Mr. Chan held the position of assistant manager of trading department in Best Power Holdings (HK) Ltd., responsible for trading of iron ore and coal. From February 2009 to January 2011, Mr. Chan joined Hangpo Investment (Macau) Group Co., Ltd. as the assistant trading manager, responsible for procurement and coal, iron ore and manganese trading transactions. Mr. Chan obtained a bachelor's degree in accounting from Jinan University in 2009.
Mr. Chan has been appointed as an independent non-executive Director for a term of three years and subject to termination by either party with not less than one month's prior written notice. Mr. Chan shall hold office until the next following annual general meeting of the Company and shall then be eligible for re-election. Mr. Chan shall also be subject to retirement by rotation at least once every three years at the annual general meetings of the Company since his last re-election pursuant to the articles of association of the Company. Pursuant to the letter of appointment, Mr. Chan will be entitled to a Director's remuneration of HK$120,000 per annum which has been determined by the Board with reference to his duties and experience and the prevailing marketing conditions.
Mr. Chan has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules.
Saved as aforesaid, as at the Latest Practicable Date, Mr. Chan (i) did not hold positions with the Company and other members of the Group; (ii) did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company or its subsidiaries or any of their respective associates; (iii) has not been a director of any other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) does not hold any other major appointments and professional qualifications. Save as disclosed above, he did not have, and was not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.
Save as disclosed, there is no other information that needs to be disclosed pursuant to any of the requirements as set out in Rules 13.51(2)(h) to (v) of the Listing Rules and any other matters that need to be brought to the attention of the Shareholders and Stock Exchange in relation to the re-election of Mr. Chan.
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For identification purpose only
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16 -
NOTICE OF ANNUAL GENERAL MEETING
雄力集團
HUILI GROUP
Huili Resources (Group) Limited
雄力資源（集團）有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1303)
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Huili Resources (Group) Limited (the "Company") will be held at Rooms 36-40, 50/F., Sun Hung Kai Center, 30 Harbour, Hong Kong on 20 June 2025 at 11:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
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To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Director(s)") and auditor of the Company for the year ended 31 December 2024.
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(A) To re-elect Mr. Cui Yazhou as an executive Director;
(B) To re-elect Mr. Cao Ye as a non-executive Director;
(C) To re-elect Mr. Yuen Koon Tung as an independent non-executive Director;
(D) To re-elect Mr. Chan Ping Kuen as an independent non-executive Director; and
(E) To authorise the board of Directors (the "Board") of the Company to fix the Directors' remuneration.
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To appoint ZHONGHUI ANDA CPA Limited as the auditor of the Company and to authorise the Board to fix their 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 ordinary resolutions of the Company:
(A) “THAT:
(a) subject to sub-paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot and deal with additional shares of the Company (the “Shares”) or to resell treasury shares (which shall have the meaning ascribed to it under the Listing Rules) and to make or grant offers, agreements and options, including warrants, bonds, notes and debentures convertible into Shares which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, the memorandum and articles of association of the Company and the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), be and is hereby generally and unconditionally approved;
(b) the approval in sub-paragraph (a) above shall be in addition to any authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued and treasury shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the Directors pursuant to the approval in sub-paragraph (a) above, otherwise than (i) pursuant to a Rights Issue (as hereinafter defined); or (ii) any issue of Shares on the exercise of rights of subscription or conversion under the terms of any warrants or similar rights issued by the Company or any bonds, notes, debentures and securities which are convertible into Shares; or (iii) an issue of Shares under any share option scheme or similar arrangement providing for the grant to employees (including Directors) of the Company and/or any of its subsidiaries of the rights to subscribe for Shares; or (iv) an issue of Shares in lieu of the whole or part of a dividend on share in accordance with the articles of association of the Company, shall not exceed 20 per cent of the total number of Shares (excluding treasury shares) in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly;
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
(d) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in sub-paragraph (c) above shall be adjusted to the effect that the number of Shares subject to the limit set out in sub-paragraph (c) 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;
(e) 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; or
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
“Rights Issue” means an offer of Shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares 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 law of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong); and
(f) any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, warrants, options or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.”
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
(B) "THAT:
(a) subject to sub-paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy-back Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in sub-paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its securities at a price determined by the Directors;
(c) the total number of Shares to be bought back by the Company pursuant to the approval in sub-paragraphs (a) and (b) above shall not exceed 10 per cent of the total number of issued Shares (excluding treasury shares) as at the date of passing this resolution, and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
(C) “THAT, conditional upon resolutions numbered 4(A) and 4(B) as set out in the notice convening the Annual General Meeting being passed, the total number of Shares which are bought back by the Company under the authority granted to the Directors pursuant to and in accordance with the said resolution numbered 4(B) above shall be added to the total number of Shares that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to and in accordance with the resolution numbered 4(A) as set out in the notice convening the Annual General Meeting provided that such number of Shares added shall not exceed 10% of the total number of the issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution.”
By Order of the Board
Huili Resources (Group) Limited
Cui Yazhou
Chairman
Hong Kong, 22 April 2025
Registered office:
Cricket Square
Hutchins Drive, PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Principal place of business in Hong Kong:
Rooms 36–40, 50/F.
Sun Hung Kai Center
30 Harbour
Hong Kong
Notes:
(1) The register of members of the Company (the “Register of Members”) will be closed from 17 June 2025 to 20 June 2025, both days inclusive, during which period no transfer of the Shares can be registered. Shareholders (the “Shareholder(s)”) of the Company are reminded to ensure that all completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on 16 June 2025.
(2) A Shareholder entitled to attend and vote at the Annual General Meeting may appoint one or more than one proxy to attend and to vote instead of him. A proxy need not be a shareholder of the Company.
(3) In the case of joint holders of any Share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such Share as if he was solely entitled thereto, but if more than one of such joint holders is present at the Annual General Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such Share shall alone be entitled to vote in respect thereof.
(4) In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 11:30 a.m. on 18 June 2025, or not less than 48 hours before the time appointed for holding any adjourned meeting (if applicable). Completion and return of the form or proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof should they so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
- AGM-5 -
NOTICE OF ANNUAL GENERAL MEETING
If tropical cyclone warning signal no. 8 or above is hoisted or “extreme conditions” caused by super typhoons or a black rainstorm warning signal is in force at 7:00 a.m. on 20 June 2024, the Annual General Meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The Annual General Meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the Annual General Meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.
As at the date of this notice, the executive Directors are Mr. Cui Yazhou (Chairman), Ms. Wang Qian, Mr. Ye Xin and Mr. Zhou Jianzhong; the non-executive Director is Mr. Cao Ye; and the independent non-executive Directors are Mr. Chan Ping Kuen, Ms. Xiang Siying and Mr. Yuen Koon Tung.
- AGM-6 -