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Huscoke Holdings Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Shanghai Industrial Holdings Limited, you should at once hand this circular and the accompanying 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
上海寶業控股有限公司
SHANGHAI INDUSTRIAL HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 363)
PROPOSED GENERAL MANDATES TO BUY BACK SHARES
AND TO ISSUE SHARES,
RE-ELECTION OF RETIRING DIRECTORS,
AMENDMENTS TO ARTICLES OF ASSOCIATION
AND
NOTICE OF 2025 ANNUAL GENERAL MEETING
A notice convening the 2025 Annual General Meeting of Shanghai Industrial Holdings Limited to be held at the Conference Room of the Company, 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Tuesday, 27 May 2025 at 3:00 p.m., is set out on pages 16 to 19 of this circular.
Whether or not you are able to attend the meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy shall not preclude you from attending and voting at the 2025 Annual General Meeting if you so wish.
There will be NO distribution of gifts or service of refreshment at the 2025 Annual General Meeting.
17 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 3
- Business of 2025 Annual General Meeting 4
- Recommendation 7
Appendix I - Explanatory Statement 8
Appendix II - Biographical details of the Directors to be re-elected 11
Appendix III - Proposed amendments to the Articles of Association of the Company 14
Notice of 2025 Annual General Meeting 16
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the following meanings:
| Term | Meaning |
|---|---|
| “2025 Annual General Meeting” | the annual general meeting of the Company to be held on Tuesday, 27 May 2025 at 3:00 p.m. at the Conference Room of the Company, 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong; |
| “Annual Report” | the annual report 2024 of the Company being despatched to the Shareholders on or about Thursday, 17 April 2025; |
| “Board” | the board of Directors of the Company; |
| “Buy-back Mandate” | the general and unconditional mandate to exercise all powers of the Company to buy back Shares with an aggregate number of Shares not exceeding 10 percent of the total number of Shares in issue (excluding treasury shares, if any) at the date of passing of the resolution; |
| “close associate(s)” | has the meaning ascribed to it under the Listing Rules; |
| “Companies Ordinance” | the Companies Ordinance (Chapter 622 of the Laws of Hong Kong); |
| “Company” | Shanghai Industrial Holdings Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 363); |
| “core connected person” | has the meaning ascribed to it under the Listing Rules; |
| “Corporate Communications” | any document(s) issued or to be issued by the Company for the information or action of any holders of its securities including, but not limited to: (a) directors’ reports and annual accounts together with the auditor’s reports and, where applicable, summary financial reports; (b) interim reports and, where applicable, summary interim reports; (c) notices of meeting; (d) listing documents; (e) circulars; (f) form of proxy; and (g) reply slips; |
| “Director(s)” | director(s) of the Company; |
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DEFINITIONS
| “Group” | the Company and its subsidiaries; |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China; |
| “Issue Mandate” | the general and unconditional mandate to allot, issue and deal with Shares (and securities exercisable or convertible into Shares) (including any sale or transfer of treasury shares (if any)) with an aggregate number of Shares not exceeding 20 percent of the total number of Shares in issue (excluding treasury shares, if any) at the date of passing of the resolution; |
| “Latest Practicable Date” | 10 April 2025 which is the latest practicable date prior to the printing of this circular for ascertaining certain information contained in it; |
| “Listing Rules” | Rules Governing the Listing of Securities on the Stock Exchange; |
| “Notice” | the notice convening the 2025 Annual General Meeting dated 17 April 2025 as set out on pages 16 to 19 of this circular; |
| “Proposed AOA Amendments” | has the meaning ascribed to it in the Letter from the Board; |
| “SFO” | Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) |
| “Share(s)” | ordinary share(s) of the Company; |
| “Shareholder(s)” | registered holder(s) of the Share(s); |
| “SIIC” | Shanghai Industrial Investment (Holdings) Company Limited, a company incorporated in Hong Kong with limited liability; |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited; |
| “Takeovers Code” | the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong; |
| “treasury shares” | has the meaning ascribed to it under the Listing Rules; and |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong. |
– 2 –
LETTER FROM THE BOARD
上海實業控股有限公司
SHANGHAI INDUSTRIAL HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 363)
Directors
Executive Directors:
Ms. Leng Wei Qing (Chairlady)
Mr. Zhang Qian (Chief Executive Officer)
Mr. Yao Jia Yong
Mr. Xu You Li (Deputy CEO)
Registered Office:
26th Floor, Harcourt House,
39 Gloucester Road,
Wanchai, Hong Kong
Independent Non-Executive Directors:
Mr. Leung Pak To, Francis
Mr. Yuen Tin Fan, Francis
17 April 2025
To all Shareholders
Dear Sir or Madam,
PROPOSED GENERAL MANDATES TO BUY BACK SHARES
AND TO ISSUE SHARES,
RE-ELECTION OF RETIRING DIRECTORS,
AMENDMENTS TO ARTICLES OF ASSOCIATION
AND
NOTICE OF 2025 ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in connection with the convening of the 2025 Annual General Meeting and explanation in connection with the matters to be dealt with at the 2025 Annual General Meeting.
The Notice is set out on pages 16 to 19 of this circular.
Shareholders are advised to read the Notice and to complete and return the accompanying form of proxy for use at the 2025 Annual General Meeting in accordance with the instructions printed thereon.
For the purpose of determining Shareholders' eligibility to attend and vote at the 2025 Annual General Meeting, the register of members of the Company will be closed on Monday, 19 May 2025 and Tuesday, 20 May 2025, both days inclusive, during which period no transfer of shares will be effected. As such, all transfers accompanied by the relevant
LETTER FROM THE BOARD
share certificates must be lodged with the Company's share registrar, Tricor Investor Services Limited of 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Friday, 16 May 2025.
Pursuant to the Listing Rules, all resolutions put to vote at the 2025 Annual General Meeting shall be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.
BUSINESS OF 2025 ANNUAL GENERAL MEETING
ORDINARY RESOLUTIONS
Resolution (1) – Receiving, considering and approving the audited consolidated financial statements
The audited consolidated financial statements of the Group for the year ended 31 December 2024 together with the reports of the Directors and the auditor of the Company were set out in the Annual Report, and were sent together with this circular to the Shareholders on the same date.
The audited consolidated financial statements have been audited by Deloitte Touche Tohmatsu and reviewed by the audit committee of the Company.
Resolution (2) – Declaration of payment of final dividend
The Board of Directors has recommended a final dividend of HK52 cents per Share (2023: HK52 cents per Share) for 2024. Together with the interim dividend of HK42 cents per Share (2023: HK42 cents per Share) paid during the year, total dividends for the year ended 31 December 2024 amounted to HK94 cents per Share (2023: HK94 cents per Share).
Subject to approval by the Shareholders at the 2025 Annual General Meeting, the final dividend will be paid on or about Wednesday, 18 June 2025 to Shareholders whose names appear on the register of members of the Company on Friday, 6 June 2025.
For the purpose of determining Shareholders' entitlement to the final dividend, the register of members of the Company will be closed on Friday, 6 June 2025, on which no transfer of shares will be effected. As such, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar Tricor Investor Services Limited of 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Thursday, 5 June 2025.
Resolution (3) – Re-election of retiring Directors and determination of Directors' remuneration
In accordance with Article 101 of the Articles of Association of the Company, Mr. Zhang Qian and Mr. Yuen Tin Fan, Francis shall retire at the 2025 Annual General Meeting and, being eligible, have offered themselves for re-election.
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LETTER FROM THE BOARD
The Board appointed Mr. Xu You Li as an Executive Director on 8 August 2024. Details of such appointment was set out in the announcement of the Company dated 8 August 2024.
According to Article 92 of the Articles of Association of the Company, any Director appointed to fill a casual vacancy or as an addition to the Board shall hold office only until the next following annual general meeting of the Company. However, a retiring Director shall be eligible for re-election. Being eligible, Mr. Xu You Li will offer himself for re-election as Director.
The Board considers that Mr. Yuen Tin Fan, Francis remains independent as he has satisfied all the criteria for independence set out in Rule 3.13 of the Listing Rules.
Shareholders are recommended to vote in favour of the re-election of Mr. Zhang Qian, Mr. Xu You Li and Mr. Yuen Tin Fan, Francis as the Board believes that their qualifications and extensive experience are of great value to the Board. Their biographical details and other information which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.
The remuneration committee of the Company has made recommendation to the Board on the directors' remuneration for the year ending 31 December 2025, and the basis of determining the directors' remuneration is set out in the corporate governance report of the Annual Report.
Resolution (4) – Re-appointment of auditor and determination of its remuneration
The audit committee has recommended to the Board for the re-appointment of Messrs. Deloitte Touche Tohmatsu as auditor of the Company until the conclusion of the next annual general meeting.
Shareholders' approval to delegate the authority to the Directors to determine the auditor's remuneration for the year ending 31 December 2025 is required at the 2025 Annual General Meeting.
Resolution (5) – General mandate to buy back shares
At the annual general meeting held on 23 May 2024, a general mandate was given to the Directors to buy-back Shares up to a maximum of 10 percent of the number of issued Shares of the Company at the date of passing of the ordinary resolution. Such mandate will lapse at the conclusion of the 2025 Annual General Meeting. An ordinary resolution set out in the Notice will be proposed at the 2025 Annual General Meeting to grant the Buy-back Mandate to the Directors.
As at the Latest Practicable Date, the total number of Shares in issue was 1,087,211,600 and the Company did not have any treasury shares. On the basis that no further Shares are issued or bought back prior to the date of the 2025 Annual General Meeting, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 108,721,160 Shares, representing 10 percent of the total number of Shares in issue (excluding treasury shares, if any) as at the Latest Practicable Date.
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LETTER FROM THE BOARD
The Buy-back Mandate would continue in force 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 law or the Articles of Association of the Company to be held or until the Buy-back Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is the earlier.
The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I to this circular.
Resolutions (6) and (7) – General mandate to issue shares
At the annual general meeting held on 23 May 2024, a general mandate was given to the Directors to allot, issue and deal with Shares (and securities exercisable or convertible into Shares) not exceeding 20 percent of the number of issued shares of the Company at the date of passing of the ordinary resolution. The unused portion of the mandate will expire at the conclusion of the 2025 Annual General Meeting. Two ordinary resolutions will be proposed at the meeting to grant the Issue Mandate to the Directors and to extend the Issue Mandate by adding to it the number of Shares bought back by the Company under the Buy-back Mandate respectively.
As at the Latest Practicable Date, the total number of Shares in issue was 1,087,211,600 and the Company did not have any treasury shares. On the basis that no further Shares are issued or bought back prior to the date of the 2025 Annual General Meeting, the Company would be allowed under the Issue Mandate to issue a maximum of 217,442,320 Shares, representing 20 percent of the total number of Shares in issue (excluding treasury shares, if any) as at the Latest Practicable Date.
The Issue Mandate would continue in force 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 law or the Articles of Association of the Company to be held or until the Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is the earlier.
SPECIAL RESOLUTION
Resolutions (8) – Proposed amendments to the Articles of Association of the Company
The Board has proposed to amend the existing Articles of Association of the Company to, inter alia, (i) update and bring the Articles of Association of the Company in line with the Companies (Amendment) Ordinance 2025 which came into operation on 17 April 2025 allowing the Company to: (a) hold Shares bought back in the treasury and dispose of the treasury shares, and (b) adopt the implied consent mechanism for disseminating Corporate Communications by means of a website; (ii) update and bring the Articles of Association of the Company in line with the latest Listing Rules requirements, in relation to the expanded paperless listing regime and the electronic dissemination of Corporate Communications by listed issuers to Shareholders by way of electronic means or by making all of its Corporate Communications available on its website and the Stock Exchange's website, which took effect from 31 December 2023; and (iii) incorporate other housekeeping amendments,
LETTER FROM THE BOARD
including but not limited to changes enabling the Company to conduct general meetings (including holding hybrid/virtual general meetings), all of which are in alignment with current market practices.
The details of the proposed amendments to the Articles of Association of the Company (the "Proposed AOA Amendments") are set out in Appendix III to this circular. The special resolution relating to the Proposed AOA Amendments is set out in the Notice and is subject to the approval of the Shareholders at the 2025 Annual General Meeting and, if approved, will become effective upon such approval.
Save for the Proposed AOA Amendments, all other provisions of the existing Articles of Association of the Company remain unchanged.
The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed AOA Amendments conform with the Listing Rules (including the requirements of Appendix A1 to the Listing Rules) and the laws of Hong Kong. The Company confirms that there is nothing unusual about the Proposed AOA Amendments. The Board is of the view that none of the Proposed AOA Amendments adversely affect the rights of Shareholders in any material respect.
The full text of the Articles of Association of the Company (consolidating the Proposed AOA Amendments), if the Proposed AOA Amendments are approved by the Shareholders at the 2025 Annual General Meeting, will be published on the websites of the Stock Exchange and the Company on the date on which the Proposed AOA Amendments are approved at the 2025 Annual General Meeting by way of a special resolution. The Shareholders are advised that the Articles of Association (consolidating the Proposed AOA Amendments) are written in English and the Chinese translation is for reference only. In case of any inconsistency, the English version shall prevail.
RECOMMENDATION
The Directors consider that the above recommendations are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the above resolutions to be proposed at the 2025 Annual General Meeting.
On behalf of the Board
Leng Wei Qing
Chairlady
APPENDIX I
EXPLANATORY STATEMENT
This explanatory statement contains all the information required under the Listing Rules for you to consider the Buy-back Mandate.
The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy back their fully paid up shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:
SHARE CAPITAL
As at the Latest Practicable Date, the total number of Shares in issue was 1,087,211,600 and the Company did not have any treasury shares. On the basis that no further Shares are issued or bought back prior to the date of the 2025 Annual General Meeting, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 108,721,160 Shares, representing 10 percent of the total number of Shares in issue (excluding treasury shares, if any) at the Latest Practicable Date.
REASONS FOR SHARE BUY-BACKS
The Directors have no present intention to buy back any Shares and, whilst it is not possible to anticipate in advance those circumstances in which the Directors might think it appropriate to buy back Shares, Shares would only be bought back in circumstances where the Directors consider that the buy-back would be in the interests of the Company and the Shareholders. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of earnings per Share.
If the Company purchases any Shares pursuant to the Buy-back Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made.
SOURCE OF FUNDS
It is proposed that buy-backs of Shares under the Buy-back Mandate would be financed from internal funds and available banking facilities of the Company. In Share buy-backs, the Company may only apply funds legally available for such purpose in accordance with all applicable laws of Hong Kong and the Articles of Association of the Company.
STATUS OF SHARES BOUGHT BACK
The Listing Rules provide that the shares repurchased by a company shall be held as treasury shares or cancelled. The listing of all shares which are held as treasury shares shall be retained. The Company shall ensure that treasury shares are appropriately identified and segregated. The listing of all shares bought back but not held as treasury shares shall be automatically cancelled and the certificates for these shares must be cancelled and destroyed.
APPENDIX I
EXPLANATORY STATEMENT
Shareholders’ rights attached to any Shares held in treasury by the Company will be suspended under the Companies Ordinance (as amended) once the Shares are repurchased by the Company, irrespective of whether they are held in the name of the Company or its nominee.
WORKING CAPITAL OR GEARING POSITION
If the Buy-back Mandate was exercised in full at any time during the proposed buy-back period, it would not have a material adverse impact on the working capital of the Company or its gearing position (as compared with the position disclosed in the Company’s published audited accounts for the year ended 31 December 2024). The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital of the Company or its gearing position (as compared with the position disclosed in the Company’s published audited accounts for the year ended 31 December 2024) which in the opinion of the Directors are from time to time appropriate for the Company.
DIRECTORS AND THEIR ASSOCIATES
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates, has any present intention, in the event that the Buy-back Mandate is approved by Shareholders, to sell Shares to the Company.
CONNECTED PERSONS
No core connected persons have notified the Company that they have a present intention to sell any Shares (in issue or to be issued) to the Company or have undertaken not to do so, in the event that the Company is authorized to make Share buy-backs.
UNDERTAKING OF THE DIRECTORS
The Directors will exercise the power of the Company to buy back Shares pursuant to the proposed resolution in accordance with the Listing Rules, all applicable laws of Hong Kong and the Articles of Association of the Company.
EFFECT OF TAKEOVERS CODE
If, as a result of a buy-back of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a shareholder or group of shareholders acting in concert, could depending on the level of increase of such interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.
As at the Latest Practicable Date, SIIC through its subsidiaries, namely Shanghai Investment Holdings Limited, SIIC Capital (B.V.I.) Limited, Shanghai Industrial Financial Holdings (Hong Kong) Company Limited, SIIC Trading Company Limited and SIIC CM Development Limited held 519,409,748 Shares, 80,000,000 Shares, 52,908,000 Shares, 34,327,000 Shares
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APPENDIX I
EXPLANATORY STATEMENT
and 10,000 Shares respectively, and is accordingly deemed to be interested in the respective Shares totaling 686,654,748 Shares held by the aforementioned companies, representing approximately 63.16 percent of the total number of Shares in issue (excluding treasury shares, if any).
Assuming no changes in the aforementioned shareholdings of the respective companies, in the event that the Directors exercise in full the power to buy back the Shares, the shareholding of SIIC would be increased from approximately 63.16 percent to approximately 70.17 percent. Such increase would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code. The Directors are not aware of any consequences of any buy-back which would arise under the Takeovers Code. In addition, the Company will not buy back its Shares which will reduce the total number of Shares in issue in public hands to below 25 percent.
GENERAL
Neither the explanatory statement nor the Buy-back Mandate has unusual features.
SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months from the Latest Practicable Date are as follows:
| Month | Per Share | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 11.10 | 10.50 |
| May | 12.66 | 11.20 |
| June | 12.16 | 11.46 |
| July | 12.28 | 11.30 |
| August | 11.64 | 11.24 |
| September | 12.12 | 10.40 |
| October | 13.78 | 11.84 |
| November | 12.16 | 11.28 |
| December | 11.88 | 11.46 |
| 2025 | ||
| January | 11.62 | 11.20 |
| February | 11.70 | 11.32 |
| March | 12.14 | 11.42 |
| April (up to the Latest Practicable Date) | 11.96 | 10.94 |
SHARE BUY-BACKS
No buy-back had been made by the Company of its Shares in the last six months prior to the Latest Practicable Date.
APPENDIX II BIOGRAPHICAL DETAILS OF THE DIRECTORS TO BE RE-ELECTED
The following are the particulars of the Directors proposed to be re-elected at the 2025 Annual General Meeting as required under the Listing Rules:
Mr. Zhang Qian
Executive Director, Chief Executive Officer and a member of the Executive Committee
(Appointed on 24 July 2023 ~ Present)
Mr. Zhang, aged 51, is an executive director and the president of Shanghai Industrial Investment (Holdings) Company Limited, a director and the president of SIIC Shanghai (Holdings) Co., Ltd., the chairman of the board of SIIC Shanghai Capital Management Co., Ltd. and a director of certain other subsidiaries of the Group. He obtained a bachelor's degree in economics and a master's degree in business administration and holds the designation of senior economist. Mr. Zhang was a deputy general manager of Shenergy (Group) Co., Ltd. and the deputy general manager and general manager of Shenergy Group Finance Co., Ltd. Mr. Zhang is currently a vice chairman of Shanghai Enterprise Federation. He has extensive experience in finance and corporate management.
As at the Latest Practicable Date, Mr. Zhang was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Save as disclosed above, Mr. Zhang did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the past three years, nor did he have any relationship with any Directors, senior management or substantial or controlling Shareholders.
The Director's emoluments are determined by reference to factors such as the Company's operating performance, industry benchmark, time contributed by the Director and job responsibilities. Mr. Zhang has a service agreement with the Company. His remuneration package consists of a basic salary of HK$1,153,838 per annum (subject to review by the Remuneration Committee from time to time), a performance-based annual salary and incentive income. Details of his emoluments for the year 2024 are set out in note 11 to the consolidated financial statements set out in the Annual Report.
Save as disclosed above, as at the Latest Practicable Date, there were no other matters relating to Mr. Zhang's re-election that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
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APPENDIX II BIOGRAPHICAL DETAILS OF THE DIRECTORS TO BE RE-ELECTED
Mr. Xu You Li
Executive Director, Deputy CEO, Chief Financial Officer and a member of the Executive Committee
(Appointed on 8 August 2024 ~ Present)
Mr. Xu, aged 50, is a vice president, the chief legal counsel, the chief financial officer of Shanghai Industrial Investment (Holdings) Company Limited (“SIIC”), a vice president of SIIC Shanghai (Holdings) Co., Ltd., the chairman of the supervisory committee of Shanghai Pharmaceutical (Group) Co., Ltd. and the chairman of the board of SIIC Shanghai (Holdings) Financial Co., Ltd. and a director of certain other subsidiaries of the Group. He graduated from Shanghai University of Finance and Economics and Fudan University with a bachelor’s degree in economics and a master’s degree in business administration, and holds the designation of senior economist, certified public accountant, certified internal auditor and corporate lawyer. Mr. Xu joined SIIC since November 2009, and was a deputy general manager and the general manager of the internal audit department of SIIC, the chairman of the board of Shanghai Shangtou Asset Management Limited, a vice chairman and the president of SIIC Shanghai Capital Management Co., Ltd. and the chairman of the board of Shanghai Cultural Industries Development and Investment Fund Management Co., Ltd. He has extensive experience in corporate investment and financing, finance and corporate management. He is a vice president of Shanghai Youth Entrepreneurs Association.
As at the Latest Practicable Date, Mr. Xu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Save as disclosed above, Mr. Xu did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the past three years, nor did he have any relationship with any Directors, senior management or substantial or controlling Shareholders.
Mr. Xu has a service agreement with the Company. Pursuant to the agreement, Mr. Xu will not receive any remuneration from the Company.
Save as disclosed above, as at the Latest Practicable Date, there were no other matters relating to Mr. Xu’s re-election that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
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APPENDIX II BIOGRAPHICAL DETAILS OF THE DIRECTORS TO BE RE-ELECTED
Mr. Yuen Tin Fan, Francis
Independent Non-Executive Director, a member of the Audit Committee, Remuneration Committee and Nomination Committee
(Appointed on 15 July 2016 ~ Present)
Mr. Yuen, aged 72, is currently the deputy chairman, non-executive non-independent director of Pacific Century Regional Developments Limited and an independent non-executive director of Yixin Group Limited. Mr. Yuen was formerly the chief executive of The Stock Exchange of Hong Kong Limited (1988-1991), deputy chairman and executive director of the Pacific Century Group, deputy chairman and executive director of PCCW Limited, executive chairman of Pacific Century Insurance Holdings Limited and an independent non-executive director of Agricultural Bank of China Limited. Mr. Yuen holds a Bachelor of Arts degree in economics from the University of Chicago. He is the chairman of the board of trustees of the Hong Kong Centre for Economic Research, chairman of the advisory board of Ortus Capital Management Limited, and a trustee emeritus of the board of University of Chicago and a trustee of Fudan University in Shanghai.
After taking into account all the factors for assessing independence as set out in Rule 3.13 of the Listing Rules and considering his annual confirmation of independence given to the Company, the Board is of the opinion that Mr. Yuen remains independence. Mr. Yuen possesses financial management expertise and has many years' of experience in corporate finance. The Board believes that the valuable knowledge and experience possessed by Mr. Yuen will continue to generate significant contribution to the Board, the Company and the Shareholders as a whole, and considers that his professional background and work experience will further contribute to the Board's diversity.
As at the Latest Practicable Date, Mr. Yuen was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Save as disclosed above, Mr. Yuen did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years, nor did he have any relationship with any Directors, senior management or substantial or controlling Shareholders.
There is no service agreement entered into between Mr. Yuen and the Company. He is entitled to receive a director's fee of HK$270,000 per annum and fees for serving on the respective Board Committees of the Company totaling HK$200,000 per annum. Such fees are determined by reference to the industry benchmark as reviewed by the remuneration committee of the Company from time to time. Details of his emoluments for the year 2024 are set out in note 11 to the consolidated financial statements set out in the Annual Report.
Save as disclosed above, as at the Latest Practicable Date, there were no other matters relating to Mr. Yuen's re-election that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
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APPENDIX III
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION OF THE COMPANY
The proposed amendments to the existing Articles of Association of the Company are summarized below.
Treasury shares (New Articles 13A to 13D)
The proposed amendments seek to bring the existing Articles of Association of the Company in line with the Companies (Amendment) Ordinance 2025 which came into operation on 17 April 2025, which enables Hong Kong incorporated listed companies to make use of the treasury share regime under the Listing Rules to hold the Shares bought back in treasury and sell or transfer treasury shares subject to certain restricts. This provides greater flexibility for the Company to manage its capital through Share repurchases and resale or transfer of treasury shares, subject to the Companies Ordinance and the Listing Rules.
New Article 13A and 13D are inserted to expressly permit the Company to hold Shares bought back as treasury shares in accordance with the Companies Ordinance and to dispose of the treasury shares on such terms and conditions as determined by the Board subject to the Companies Ordinance and the Listing Rules.
Other minor drafting changes have been made to the existing Articles of Association of the Company to incorporate the treasury share regime as appropriate.
General Meetings (New Articles 66A, 69A to 69G, 73A and 73B)
The proposed amendments to the existing Articles of Association of the Company allows the Company to hold hybrid/virtual general meetings using virtual meeting technology as specified in the notice of the relevant general meeting or as determined by the Board. Shareholders or their proxies attending a general meeting at any meeting location(s) (physical or virtual) shall be counted in the quorum and may exercise the rights to listen, speak and vote at such meeting.
The proposed amendments also provide that every notice of general meeting shall disclose the meeting location(s) (physical or virtual) and the virtual meeting technology to be used, as decided by the Board.
The proposed amendments allows the Board and the chairman of the general meetings to make necessary arrangements for managing Shareholders' attendance, participation, and/or voting at general meetings, and to specify in the notice of general meeting the circumstances under which the general meeting may be postponed. This allows the Company to conduct general meeting affairs more efficiently and to ensure proper and orderly conduct of the meeting and for the safety of all persons attending the meeting. These amendments are in line with current market practice.
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APPENDIX III
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION OF THE COMPANY
Corporate Communication
To bring the existing Articles of Association of the Company in line with the (i) Companies (Amendment) Ordinance 2025 by allowing the Company to adopt the implied consent mechanism for disseminating Corporate Communications by means of a website and (ii) the expanded paperless listing regime and electronic dissemination of Corporate Communications by listed issuers and the relevant amendments made to the Listing Rules, the proposed amendments specify: (i) that any notice or document to be given or issued by or on behalf of the Company (including any Corporate Communication) may be served or delivered by the Company to another person by publishing it on the Company's website, subject to the Company's compliance with, among others, applicable laws with regard to any requirements for obtaining implied consent from such person and/or giving to the Shareholder notification in compliance with the Companies Ordinance and/or the Listing Rules; and (ii) if any notice or other document to be given by the Company is sent by making the same available on the Company's website, it shall be deemed to have been served or delivered after its first posting on the website of the Company, or after giving to the Shareholder notification if required under the Companies Ordinance and/or the Listing Rules, whichever is later.
Other minor changes
The proposed amendments to the existing Articles of Association of the Company also incorporate other minor changes which are for clarity and consequential amendments in line with the above proposed amendments.
NOTICE OF 2025 ANNUAL GENERAL MEETING
上海實業控股有限公司
SHANGHAI INDUSTRIAL HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 363)
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Shanghai Industrial Holdings Limited (the "Company") will be held at the Conference Room of the Company, 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Tuesday, 27 May 2025 at 3:00 p.m. for the following purposes:
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To receive, consider and adopt the audited consolidated financial statements of the Group for the year ended 31 December 2024 together with the reports of the Directors and the auditor of the Company thereon.
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To approve the recommended final dividend of HK52 cents per Share for the year ended 31 December 2024.
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To re-elect the following retiring Directors:
(i) Mr. Zhang Qian;
(ii) Mr. Xu You Li;
(iii) Mr. Yuen Tin Fan, Francis;
and authorize the Board to fix the Directors' remuneration.
- To re-appoint Messrs Deloitte Touche Tohmatsu as auditor of the Company and authorize the Board to fix its remuneration.
To consider as special business, and, if thought fit, pass with or without modification, the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
5. "THAT:
A. subject to paragraph (B) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back ordinary shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognized 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
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NOTICE OF 2025 ANNUAL GENERAL MEETING
Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
B. the total number of shares of the Company in issue which the Company is authorized to buy back pursuant to the approval in paragraph (A) of this resolution shall not exceed ten percent (10%) of the total number of shares of the Company in issue (excluding treasury shares, if any) at the date of the passing of this resolution and the authority pursuant to paragraph (A) of this resolution shall be limited accordingly; and
C. for the purpose of this resolution:
“Relevant Period” means the period from 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 Hong Kong to be held; or
iii. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”
- “THAT:
A. subject to paragraph (C) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers (including any sale or transfer of treasury shares (if any)) be and is hereby generally and unconditionally approved;
B. the approval in paragraph (A) of this resolution shall authorize the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
C. the total number of shares of the Company allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (A) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of the subscription or conversion rights attaching to any warrants, convertible bonds or other securities issued by the Company which are convertible into shares of the Company, (iii) any share option scheme or similar arrangement for the time being adopted for the grant or issue to the eligible participants of shares or rights to acquire shares in the capital of the
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NOTICE OF 2025 ANNUAL GENERAL MEETING
Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed twenty percent (20%) of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
D. for the purpose of this resolution:
“Relevant Period” means the period from 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 Hong Kong to be held; or
iii. the revocation or variation of the authority given under this resolution by 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 Company or by the Directors to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in any territory outside Hong Kong).
- “THAT, conditional upon the passing of Resolutions numbered 5 and 6 set out in the notice convening this meeting, the total number of shares of the Company in issue which are bought-back or otherwise acquired by the Company pursuant to resolution numbered 5 shall be added to the total number of shares of the Company which may be issued pursuant to resolution numbered 6, provided that such an amount shall not exceed ten percent (10%) of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of the passing of this resolution.”
SPECIAL RESOLUTION
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“THAT the Articles of Association of the Company in the form of the document marked “A” produced to this meeting and, for the purpose of identification, signed by the Chairman of this meeting, which restates the articles of association of the Company to reflect all of the proposed amendments referred to in appendix III to the shareholder’s circular of the Company dated 17 April 2025, be and are hereby approved and adopted as the new Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company with effect from the conclusion of this meeting.”
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NOTICE OF 2025 ANNUAL GENERAL MEETING
By Order of the Board
Shanghai Industrial Holdings Limited
Yee Foo Hei
Company Secretary
Hong Kong, 17 April 2025
Registered Office:
26th Floor, Harcourt House,
39 Gloucester Road,
Wanchai, Hong Kong.
Notes:
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A member entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies to attend and on a poll, vote on his behalf. The proxy need not be a shareholder of the Company.
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In order to be valid, a proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the registered office of the Company at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong or the Company's share registrar, Tricor Investor Services Limited at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time for holding the meeting or adjourned meeting or poll (as the case may be). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person if he is subsequently able to be present and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For the purpose of determining shareholders' eligibility to attend and vote at the 2025 Annual General Meeting, the register of members of the Company will be closed from Monday, 19 May 2025 and Tuesday, 20 May 2025, both days inclusive, during which period no transfer of shares will be effected. As such, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Investor Services Limited of 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Friday, 16 May 2025.
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For the purpose of determining shareholders' entitlement to the final dividend, the register of members of the Company will be closed on Friday, 6 June 2025, and no transfer of shares will be effected on that day. As such, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Investor Services Limited of 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Thursday, 5 June 2025 for the purpose of determining shareholders' entitlement to the final dividend.
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Please refer to the shareholders' circular dated 17 April 2025 for details of the business to be transacted at the 2025 Annual General Meeting.