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Huitongda Network Co., Ltd. Proxy Solicitation & Information Statement 2025
14887_rns_2025-03-05_3b8d04e8-0b43-4ef4-a216-9976e48a809d.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Huitongda Network Co., Ltd., you should at once hand this circular, together with the form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
汇通达
HUITONGDA
Huitongda Network Co., Ltd.
匯通達網絡股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 9878)
(1) PROPOSED FURTHER CHANGE IN THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES
(2) 2025 DEVELOPMENT AND INVESTMENT PLAN
(3) PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR AND
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
The EGM will be held by the Company at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC, at 2:00 p.m. on Thursday, March 27, 2025. The notice of the EGM is set out on pages 15 to 16 of this circular.
A form of proxy applicable to the EGM has been published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htd.cn) and dispatched to the H Shareholders by the means of receipt of communications chosen by the H Shareholders. If you wish to appoint a proxy to attend the EGM, you must complete the form(s) of proxy in accordance with the instructions printed thereon and return it (them) to us not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish at that time.
March 6, 2025
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD 3
- INTRODUCTION 3
- PROPOSED FURTHER CHANGE IN THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES 4
- 2025 DEVELOPMENT AND INVESTMENT PLAN 12
- PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR 12
- EGM AND VOTING METHOD 14
- RECOMMENDATION 14
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING 15
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"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 of the Company
"China" or "PRC"
the People's Republic of China, excluding, for the purpose of this circular only, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Region
"Company"
Huitongda Network Co., Ltd., a joint stock company established under the laws of the PRC with limited liability on December 6, 2010, whose H Shares are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 9878)
"Director(s)"
the director(s) of the Company
"Domestic Share(s)"
domestic Share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/(are) subscribed for or credited as fully paid in Renminbi
"Domestic Shareholder(s)"
holder(s) of Domestic Share(s)
"EGM"
the 2025 first extraordinary general meeting or any adjournment thereof (as the case may be) of the Company to be held at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC, at 2:00 p.m. on Thursday, March 27, 2025
"Group"
the Company and its subsidiaries
"H Share(s)"
overseas listed foreign Share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/(are) subscribed for and traded in HK dollars and is/(are) listed on the Hong Kong Stock Exchange
"H Shareholder(s)"
holder(s) of H Share(s)
"HK dollars"
Hong Kong dollars, the lawful currency of Hong Kong
- 1 -
DEFINITIONS
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
|---|---|
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “IT” | information technology |
| “Latest Practicable Date” | February 28, 2025, being the latest practicable date prior to the publication of this circular for ascertaining certain information contained in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time |
| “Prospectus” | the prospectus of the Company dated January 31, 2022 |
| “RMB” or “Renminbi” | Renminbi, the lawful currency of the PRC |
| “SaaS” | software as a service |
| “SaaS+” | SaaS products combined with value-added services such as offline marketing services provided onsite |
| “Share(s)” | ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, including Domestic Share(s) and H Share(s) |
| “Shareholder(s)” | the shareholder(s) of the Company, comprising Domestic Shareholder(s) and H Shareholder(s) |
| “%” | per cent |
- 2 -
LETTER FROM THE BOARD
汇通达
HUITONGDA
Huitongda Network Co., Ltd.
匯通達網絡股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 9878)
Chairman and non-executive Director:
WANG Jianguo
Executive Directors:
XU Xiuxian (Chief Executive Officer)
ZHAO Liangsheng
SUN Chao
Non-executive Directors:
CAI Zhongqiu
WANG Ran
Independent non-executive Directors:
YU Lixin
LIU Xiangdong
DIAO Yang
Registered Office and Headquarters:
Huitongda Building
50 Zhongling Street, Xuanwu District
Nanjing
Jiangsu Province
PRC
Principal Place of Business
in Hong Kong:
40/F, Dah Sing Financial Centre
248 Queen's Road East
Wanchai
Hong Kong
March 6, 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED FURTHER CHANGE IN THE USE OF PROCEEDS FROM
THE INITIAL PUBLIC OFFERING OF H SHARES
(2) 2025 DEVELOPMENT AND INVESTMENT PLAN
(3) PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR
1. INTRODUCTION
The purpose of this circular is to provide you with the notice of the EGM, and information on certain resolutions to be considered at the EGM so that you can make informed decisions on whether to vote for or against such resolutions at the EGM.
The ordinary resolutions to be proposed at the EGM to approve are: (i) proposed further change in the use of proceeds from the initial public offering of H Shares; (ii) 2025 development and investment plan; and (iii) proposed election of non-executive Director.
LETTER FROM THE BOARD
2. PROPOSED FURTHER CHANGE IN THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES
Reference is made to the announcement of the Company dated February 24, 2025 in relation to, among other things, the proposed further change in the use of proceeds from the initial public offering of H Shares.
(1) Use of Proceeds from the Initial Public Offering of H Shares as Previously Changed
As stated in the announcement of the Company dated October 17, 2023 and the circular of the Company dated October 24, 2023, after deduction of underwriting fees and other related expenses, the aggregate net proceeds of the Global Offering (including the issue of H Shares upon partial exercise of the over-allotment option referred to in the Prospectus) amounted to approximately HK$2,185.0 million (equivalent to approximately RMB1,782.3 million) (the "Proceeds from the Initial Public Offering of H Shares"). As approved by the 2023 second extraordinary general meeting of the Company held on November 14, 2023 (the "2023 Second EGM"), the Company has made certain changes to the use of unutilized proceeds of approximately RMB993.3 million from the Proceeds from the Initial Public Offering of H Shares as of September 30, 2023, and the allocation of the use of proceeds after such changes is set out below.
As of December 31, 2024, the Company had utilized approximately RMB1,145.0 million of the Proceeds from the Initial Public Offering of H Shares in total in accordance with the intended use set out in the Prospectus and the adjusted use approved by the 2023 Second EGM, with the unused portion of the proceeds amounting to approximately RMB637.3 million. Details are set out below:
| Use of proceeds | Itemized use | Total amount (RMB in millions) | Used amount as of December 31, 2024 (RMB in millions) | Unused amount as of December 31, 2024 (RMB in millions) |
|---|---|---|---|---|
| Enhancing relationships with our existing customers and further expanding our customer base | (1) Digitalizing our member retail stores and upgrading their storefronts | 28.2 | 7.5 | 20.7 |
| (2) Offering solutions to certain wholesalers | 278.2 | 102.9 | 175.3 |
LETTER FROM THE BOARD
| Use of proceeds | Itemized use | Total amount
(RMB in millions) | Used amount as of December 31, 2024
(RMB in millions) | Unused amount as of December 31, 2024
(RMB in millions) |
| --- | --- | --- | --- | --- |
| (3) Strategically expanding into northern and southern regions of China where there is great potential for further development | 59.1 | 14.4 | 44.7 | |
| (4) Expanding client managers team network with more digitalized solutions | 169.1 | 91.9 | 77.2 | |
| Sub-total | 534.7 | 216.7 | 318.0 | |
| Optimizing the capability and efficiency of the supply chain | (1) Increasing spending on joint product R&D with our industry partners, brand licensing and tailored manufacturing | 417.3 | 267.3 | 150.0 |
| | (2) Improving the digitalization and automation of order and fulfillment management systems | 88.2 | 85.5 | 2.7 |
| | Sub-total | 505.6 | 352.8 | 152.7 |
– 5 –
LETTER FROM THE BOARD
| Use of proceeds | Itemized use | Total amount
(RMB in millions) | Used amount as of December 31, 2024
(RMB in millions) | Unused amount as of December 31, 2024
(RMB in millions) |
| --- | --- | --- | --- | --- |
| Increasing investment in the IT infrastructure of our platform and enhancing SaaS+ business monetization capability | (1) Acquiring IT talents for developing SaaS+ business and merchant solutions | 28.2 | 23.6 | 4.6 |
| | (2) Upgrading data infrastructure and enhancing data analysis capabilities | 69.1 | 51.7 | 17.4 |
| | (3) Continuously upgrading transaction and marketplace technology and infrastructure | 59.1 | 35.8 | 23.3 |
| | Sub-total | 156.5 | 111.1 | 45.4 |
| Selectively pursuing strategic alliances, investments, or acquisitions | (1) Brand manufacturers within each merchandise segment | 149.1 | 149.1 | – |
| | (2) Third-party SaaS technology and service providers | 29.1 | 0.7 | 28.4 |
| | (3) Third-party operators within the industry value chain | 89.1 | 89.1 | – |
| | Sub-total | 267.3 | 238.9 | 28.4 |
| Working capital | – | 318.2 | 225.5 | 92.7 |
| Total | | 1,782.3 | 1,145.0 | 637.3 |
Note: Any discrepancies in the above table between the total amount and the sum of amounts listed therein are due to rounding.
– 6 –
LETTER FROM THE BOARD
(2) Proposed Further Change in the Use of Proceeds from the Initial Public Offering of H Shares
The Board proposes to make further adjustments as follows to the intended use of the Proceeds from the Initial Public Offering of H Shares (the "Proposed Further Change in the Use of Proceeds from the Initial Public Offering of H Shares") to further improve the efficiency of the use of raised funds, reduce financial costs, and accelerate the integration of various business resources, and in line with the strategic development plans for 2025 of the Group:
| Use of proceeds | Itemized use | Total amount before the change (RMB in millions) | Unused amount as of December 31, 2024 (RMB in millions) | Amount to be adjusted (RMB in millions) | Particulars of the proposed adjustment | Total amount after the change (RMB in millions) | Unused amount after the change (RMB in millions) | Expected timeline of the remaining unused amount |
|---|---|---|---|---|---|---|---|---|
| Enhancing relationships with our existing customers and further expanding our customer base | (1) Digitalizing our member retail stores and upgrading their storefronts | 28.2 | 20.7 | (20.7) | RMB20.7 million is adjusted to be used for "brand manufacturers within each merchandise segment" under "selectively pursuing strategic alliances, investments, or acquisitions". | 7.5 | 0 | - |
| (2) Offering solutions to certain wholesalers | 278.2 | 175.3 | (175.3) | RMB175.3 million is adjusted to be used for "brand manufacturers within each merchandise segment" under "selectively pursuing strategic alliances, investments, or acquisitions". | 102.9 | 0 | - | |
| (3) Strategically expanding into northern and southern regions of China where there is great potential for further development | 59.1 | 44.7 | (44.7) | RMB44.7 million is adjusted to be used for "brand manufacturers within each merchandise segment" under "selectively pursuing strategic alliances, investments, or acquisitions". | 14.4 | 0 | - |
LETTER FROM THE BOARD
| Use of proceeds | Itemized use | Total amount before the change (RMB in millions) | Unused amount as of December 31, 2024 (RMB in millions) | Amount to be adjusted (RMB in millions) | Particulars of the proposed adjustment | Total amount after the change (RMB in millions) | Unused amount after the change (RMB in millions) | Expected timeline of the remaining unused amount |
|---|---|---|---|---|---|---|---|---|
| (4) Expanding client managers team network with more digitalized solutions | 169.1 | 77.2 | (77.2) | (1) RMB27.5 million is adjusted to be used for “brand manufacturers within each merchandise segment” under “selectively pursuing strategic alliances, investments, or acquisitions”; and (2) RMB49.7 million is adjusted to be used for “third-party operators within the industry value chain” under “selectively pursuing strategic alliances, investments, or acquisitions”. | 91.9 | 0 | - | |
| Sub-total | 534.7 | 318.0 | (318.0) | 216.7 | 0 | |||
| Optimizing the capability and efficiency of the supply chain | (1) Increasing spending on joint product R&D with our industry partners, brand licensing and tailored manufacturing | 417.3 | 150.0 | (150.0) | RMB150.0 million is adjusted to be used for “third-party operators within the industry value chain” under “selectively pursuing strategic alliances, investments, or acquisitions”. | 267.3 | 0 | - |
— 8 —
LETTER FROM THE BOARD
| Use of proceeds | Itemized use | Total amount before the change (RMB in millions) | Unused amount as of December 31, 2024 (RMB in millions) | Amount to be adjusted (RMB in millions) | Particulars of the proposed adjustment | Total amount after the change (RMB in millions) | Unused amount after the change (RMB in millions) | Expected timeline of the remaining unused amount |
|---|---|---|---|---|---|---|---|---|
| (2) Improving the digitalization and automation of order and fulfillment management systems Sub-total | 88.2 | 2.7 | - - | 88.2 | 2.7 | By June 30, 2025 | ||
| Increasing investment in the IT infrastructure of our platform and enhancing SaaS+ business monetization capability | (1) Acquiring IT talents for developing SaaS+ business and merchant solutions | 28.2 | 4.6 | (2.6) | RMB2.6 million is adjusted to be used for “third-party operators within the industry value chain” under “selectively pursuing strategic alliances, investments, or acquisitions”. | 25.6 | 2.0 | By June 30, 2025 |
| (2) Upgrading data infrastructure and enhancing data analysis capabilities | 69.1 | 17.4 | (15.1) | RMB15.1 million is adjusted to be used for “third-party operators within the industry value chain” under “selectively pursuing strategic alliances, investments, or acquisitions”. | 54.0 | 2.3 | By June 30, 2025 | |
| (3) Continuously upgrading transaction and marketplace technology and infrastructure | 59.1 | 23.3 | (18.4) | RMB18.4 million is adjusted to be used for “third-party operators within the industry value chain” under “selectively pursuing strategic alliances, investments, or acquisitions”. | 40.8 | 5.0 | By June 30, 2025 | |
| Sub-total | 156.5 | 45.4 | (36.1) | 120.3 | 9.3 |
LETTER FROM THE BOARD
| Use of proceeds | Itemized use | Total amount before the change (RMB in millions) | Unused amount as of December 31, 2024 (RMB in millions) | Amount to be adjusted (RMB in millions) | Particulars of the proposed adjustment | Total amount after the change (RMB in millions) | Unused amount after the change (RMB in millions) | Expected timeline of the remaining unused amount |
|---|---|---|---|---|---|---|---|---|
| Selectively pursuing strategic alliances, investments, or acquisitions | (1) Brand manufacturers within each merchandise segment | 149.1 | - | 268.3 | (1) RMB28.4 million under “third-party SaaS technology and service providers” is adjusted to “third-party operators within the industry value chain”; and | 417.4 | 268.3 | By December 31, 2025 |
| (2) Third-party SaaS technology and service providers | 29.1 | 28.4 | (28.4) | (2) Flexible adjustments are made to the investment subjects, cooperative objects of investment, investment methods, investment direction and amount in respect to the use of proceeds. | 0.7 | 0 | - | |
| (3) Third-party operators within the industry value chain | 89.1 | - | 264.3 | (2) Flexible adjustments are made to the investment subjects, cooperative objects of investment, investment methods, investment direction and amount in respect to the use of proceeds. | 353.4 | 264.3 | By December 31, 2025 | |
| Sub-total | 267.3 | 28.4 | 504.1 | 771.5 | 532.6 | |||
| Working capital | - | 318.2 | 92.7 | - | - | 318.2 | 92.7 | By December 31, 2025 |
| Total | 1,782.3 | 637.3 | 1,782.3 | 637.3 |
Note: Any discrepancies in the above table between the total amount and the sum of amounts listed therein are due to rounding.
- 10 -
LETTER FROM THE BOARD
Other surplus income such as interest income and foreign exchange gains arising from the Proceeds from the Initial Public Offering of H Shares will be invested into the Group's ordinary activities.
Save for the above changes, there is no other change in the intended use of the Proceeds from the Initial Public Offering of H Shares.
(3) Reasons and Benefits of the Proposed Further Change in the Use of Proceeds from the Initial Public Offering of H Shares
The current adjustment is mainly to increase the available amount for "brand manufacturers within each merchandise segment" and "third-party operators within the industry value chain" under "selectively pursuing strategic alliances, investments, or acquisitions". In 2025, the Group will closely follow the guiding principle of "industrial upgrading", firmly promote the integration of production and marketing and the construction of own brands, deepen the cooperation with leading brands, and moderately pilot new industry development; as well as continue to promote the construction of rural service-oriented outlets, so as to give full play to the brand influence as a listed company; and flexibly employ various methods such as formation of joint ventures with a majority interest, industrial mergers and acquisitions, and industrial ecological investment to enhance the core competitiveness of the Group, increase the Group's profits and cultivate new growth momentum, facilitating the sustainable and high-quality growth of the Group. Based on the above strategic goals, the Company intends to transfer the available balance of certain items to "selectively pursuing strategic alliances, investments, or acquisitions".
The Group focuses on improving supply chain capabilities, continuously strengthening supply chain management and construction, and enhancing the control and service capabilities of the industry chain. With the rapid development of the Group, the R&D system and capabilities are continuously improving, gradually decreasing the dependence on third-party SaaS technology and service providers. Therefore, the Company intends to make internal adjustments to the itemized use under the use of proceeds for "selectively pursuing strategic alliances, investments, or acquisitions", transferring RMB28.4 million under "third-party SaaS technology and service providers" to "third-party operators within the industry value chain".
(4) Impact of the Proposed Further Change in the Use of Proceeds from the Initial Public Offering of H Shares on the Company
The Company, based on the principle of prudence, proposes to further change the use of the Proceeds from the Initial Public Offering of H Shares. Such proposed change is in line with the Group's future strategic plan, and will be conducive to improving the efficiency of the use of funds, enhancing the core capabilities of the Group, fostering new growth momentum and promoting the sustainable and high-quality growth of the Group.
LETTER FROM THE BOARD
The Board confirms that there is no material change in the business nature of the Group as set out in the Prospectus, and considers that the Proposed Further Change in the Use of Proceeds from the Initial Public Offering of H Shares will not have any material adverse impact on the operations of the Group and is in the best interests of the Company and the Shareholders as a whole.
The above resolution was considered and approved by the Board on February 24, 2025 and is being proposed as an ordinary resolution for consideration and approval at the EGM.
3. 2025 DEVELOPMENT AND INVESTMENT PLAN
In 2025, the Company's management team will continue to optimize and upgrade the Company's business model.
For this purpose, the investment and development direction of the Group in 2025 will closely follow the guiding principle of "industrial upgrading", adhere to the strategy of "standing upright", firmly promote the integration of production and marketing, and the construction of own brands, deepen the cooperation with leading brands, and moderately pilot new industry development; as well as continue to promote the construction of rural service-oriented outlets, so as to give full play to the brand influence as a listed company; and flexibly employ various methods such as formation of joint ventures with a majority interest, industrial mergers and acquisitions, industrial ecological investment and business partnership mechanism to enhance the core capabilities of the Group, increase the Group's profits and cultivate new growth momentum, facilitating the sustainable and high-quality growth of the Group.
Based on the above strategic goals objectives, and taking into account the investment and development in 2024 as well as the operating budget for 2025, the Group expects an overall planned investment of RMB1.65 billion for 2025.
The above resolution was considered and approved by the Board on February 24, 2025 and is being proposed as an ordinary resolution for consideration and approval at the EGM.
4. PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR
Reference is made to the announcement of the Company dated February 24, 2025 in relation to, among other things, the proposed election of a non-executive Director.
In view of the resignation of Mr. Wang Ran, the Company considered and approved, among other things, the resolution in relation to the proposed election of Ms. Xu Di ("Ms. Xu") as a candidate for non-executive Director of the third session of the Board at the Board meeting held on February 24, 2025. Ms. Xu's term of office shall be effective from the date of approval by the EGM until the expiry of the term of the third session of the Board. She is eligible for re-election after the expiry of her term of office.
- 12 -
LETTER FROM THE BOARD
The biographical details of Ms. Xu and other information relating to her appointment required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules are set out below:
Ms. Xu Di (許迪), aged 36, has been working at Alibaba Group Holding Limited, a company listed on the Hong Kong Stock Exchange (stock code: 9988 (HKD counter) and 89988 (RMB counter)) and the New York Stock Exchange (stock code: BABA), since July 2017, and is currently serving as an investment director; and she has been a non-executive director of Red Star Macalline Group Corporation Ltd., a company listed on the Hong Kong Stock Exchange (stock code: 1528) and the Shanghai Stock Exchange (stock code: 601828), since August 2023.
From September 2010 to August 2011, Ms. Xu served as a research analyst at China International Capital Corporation Limited, a company listed on the Hong Kong Stock Exchange (stock code: 3908) and the Shanghai Stock Exchange (stock code: 601995); from September 2011 to July 2013, she served as an investment analyst at International Financial Corporation; and from August 2015 to July 2017, she served as the associate director of investment at CICC ALPHA (Beijing) Investment Fund Management Co., Ltd.
Ms. Xu graduated from the Wharton School of the University of Pennsylvania in June 2015 with a master's degree in business administration.
Save as disclosed in this circular, as at the Latest Practicable Date, Ms. Xu has confirmed that: (i) she has not held any other directorships in any listed companies, in Hong Kong or overseas, in the last three years, nor any other positions within the Group; (ii) she does not have any relationship with any Director, Supervisor, senior management, substantial shareholder or controlling shareholder of the Company; (iii) she does not have or is not deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporation(s) as defined within Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iv) she has not been the subject of any penalty by the China Securities Regulatory Commission and other relevant authorities nor any disciplinary action by any stock exchange; and (v) there is no other information relating to her appointment which is required to be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules, and that there are no other matters relating to her appointment that need to be brought to the attention of the Shareholders or the Hong Kong Stock Exchange.
As a non-executive Director, Ms. Xu will not receive any remuneration from the Company during her term of office.
The above resolution was considered and approved by the Board on February 24, 2025 and is being proposed as an ordinary resolution for consideration and approval at the EGM.
- 13 -
LETTER FROM THE BOARD
5. EGM AND VOTING METHOD
The EGM will be held by the Company at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC at 2:00 p.m. on Thursday, March 27, 2025. The notice of the EGM is set out on pages 15 to 16 of this circular.
The register of members of the Company will be closed from Monday, March 24, 2025 to Thursday, March 27, 2025 (both days inclusive) for determining the entitlement of the Shareholders to attend and vote at the EGM. To be eligible to attend and vote at the EGM, all completed transfer documents together with the relevant Share certificates must be lodged with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not later than 4:30 p.m. on Friday, March 21, 2025. All Shareholders whose names appear on the register of members of the Company on Thursday, March 27, 2025 are entitled to attend and vote at the EGM.
A form of proxy applicable to the EGM has been published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htd.cn) and dispatched to the H Shareholders by the means of receipt of communications chosen by the H Shareholders. Shareholders who wish to appoint proxies to attend the EGM are requested to complete and return the form(s) of proxy to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not later than 24 hours before the time fixed for holding the EGM. Completion and return of the form(s) of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish at that time.
Pursuant to Rule 13.39(4) of the Listing Rules and Article 94 of the Articles of Association, subject to certain exceptions, all votes of the Shareholders at the general meetings must be taken by poll. Therefore, all resolutions at the EGM will be taken by poll.
6. RECOMMENDATION
The Board considers that all the resolutions set out in the notice of the EGM for consideration and approval by the Shareholders are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of all the resolutions to be proposed at the EGM.
By order of the Board
Huitongda Network Co., Ltd.
Chairman
WANG Jianguo
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
汇通达
HUITONGDA
Huitongda Network Co., Ltd.
匯通達網絡股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 9878)
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 first extraordinary general meeting (the "EGM") of Huitongda Network Co., Ltd. (the "Company") will be held at 2:00 p.m. on Thursday, March 27, 2025 at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC for considering and, if thought fit, adopting the following resolutions:
ORDINARY RESOLUTIONS
- To consider and approve the Proposed Further Change in the Use of Proceeds from the Initial Public Offering of H Shares.
- To consider and approve the 2025 development and investment plan of the Company.
- To consider and approve the proposed election of Ms. Xu Di as a non-executive Director of the third session of the Board.
By order of the Board
Huitongda Network Co., Ltd.
Chairman
WANG Jianguo
Nanjing, the PRC
March 6, 2025
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
Notes:
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The register of members of the Company will be closed from Monday, March 24, 2025 to Thursday, March 27, 2025 (both days inclusive) for determining the entitlement of the Shareholders to attend and vote at the EGM. To be eligible to attend and vote at the EGM, all completed transfer documents together with the relevant Share certificates must be lodged with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders), not later than 4:30 p.m. on Friday, March 21, 2025. All Shareholders whose names appear on the register of members of the Company on Thursday, March 27, 2025 are entitled to attend and vote at the EGM.
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A Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his/her/its stead. The proxy need not be a Shareholder of the Company but must attend the EGM in person to represent the relevant Shareholder.
The instrument appointing a proxy must be in writing under the hand of the Shareholder or his/her/its attorney duly authorized in writing. If the Shareholder is a corporation, that instrument must be executed either under its common seal or under the hand of its director(s) or duly authorized attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarized.
In order to be valid, the proxy form together with the notarized power of attorney or other authorization documents (if any) must be deposited at the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not less than 24 hours before the time fixed for holding the EGM (i.e. before 2:00 p.m. on Wednesday, March 26, 2025) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish at that time.
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If the attending Shareholder is a corporation, its legal representative shall present his or her ID card, a valid certificate proving his or her qualification as a legal representative and proof of shareholding; if a proxy is appointed to attend the meeting, such proxy shall present his or her ID card and a written power of attorney issued by the relevant Shareholder in accordance with law.
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Pursuant to Rule 13.39(4) of the Listing Rules and Article 94 of the Articles of Association, subject to certain exceptions, all votes of the Shareholders at the general meetings must be taken by poll. Therefore, voting on the resolutions contained in the notice of the EGM will be conducted by poll.
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The EGM is expected to last for half a day. Shareholders or their proxies attending the EGM (or any adjournment thereof) shall produce their identity documents. Shareholders or their proxies attending the EGM shall be responsible for their own traveling and accommodation expenses.
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For details of the resolutions, please refer to the circular (the "Circular") of the Company dated March 6, 2025. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as defined in the Circular.
As at the date of this notice, the Board comprises the Chairman and non-executive Director, namely Mr. WANG Jianguo; the executive Directors, namely Mr. XU Xiuxian, Mr. ZHAO Liangsheng and Mr. SUN Chao; the non-executive Directors, namely Mr. CAI Zhongqiu and Mr. WANG Ran; and the independent non-executive Directors, namely Ms. YU Lixin, Mr. LIU Xiangdong and Mr. DIAO Yang.
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