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Hypebeast Limited Proxy Solicitation & Information Statement 2025

Jul 10, 2025

48987_rns_2025-07-10_c1470de7-dfce-481d-be65-e719e8b538ad.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 Hypebeast Limited, you should at once hand this circular 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.

HYPEBEAST

Hypebeast Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00150)

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE AND ISSUE SHARES,
PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
AND
NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Hypebeast Limited to be held at Majoris Business Lounge, 7/F, Bonham Majoris, 40 Bonham Strand, Sheung Wan, Hong Kong on Tuesday, 26 August 2025 at 3:30 p.m. is set out on pages 17 to 21 of this circular.

Whether or not you are able to attend the annual general meeting, please complete and sign the enclosed form of proxy for use at the annual general meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting (i.e. not later than 3:30 p.m. on Sunday, 24 August 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting or any adjourned meeting if they so wish. For the avoidance of doubt, holders of Treasury Shares (if any) shall abstain from voting at the Company's general meeting.

The circular together with the form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (hypebeast.com).

References to time and dates in this circular are to Hong Kong time and dates.

10 July 2025


CONTENTS

Page

Definitions 1

Letter from the Board

  1. Introduction 4
  2. Proposed granting of the Repurchase Mandate, the Issue Mandate and the Extension Mandate 5
  3. Proposed re-election of the retiring Directors 6
  4. 2025 AGM and proxy arrangement 7
  5. Recommendation 7
  6. General Information 8

Appendix I — Explanatory statement on the Repurchase Mandate 9

Appendix II — Details of the retiring Directors proposed to be re-elected at the 2025 AGM 13

Notice of the 2025 AGM 17


DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"2025 AGM"
the annual general meeting of the Company to be held at Majoris Business Lounge, 7/F, Bonham Majoris, 40 Bonham Strand, Sheung Wan, Hong Kong on Tuesday, 26 August 2025 at 3:30 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 17 to 21 of this circular;

"Articles of Association"
the articles of association of the Company as amended or supplemented from time to time;

"Board"
the board of Directors;

"CCASS"
the Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system;

"Company"
Hypebeast Limited, a company incorporated in the Cayman Islands with limited liability, and the Shares of which were listed on the Stock Exchange;

"Director(s)"
the directors of the Company;

"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the 2025 AGM to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted, issued and dealt with under the Issue Mandate;

"Group"
the Company and its Subsidiaries;

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China;

  • 1 -

DEFINITIONS

"HKSCC"
Hong Kong Securities Clearing Company Limited;

"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the 2025 AGM to allot, issue or deal with new Shares not exceeding 20% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing of the relevant resolution;

"Latest Practicable Date"
2 July 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time;

"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the 2025 AGM to repurchase Shares not exceeding 10% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing of the relevant resolution;

"SFO"
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

"Share(s)"
ordinary share(s) of HK$0.01 each in the capital of the Company or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, share(s) forming part of the ordinary equity share capital of the Company;

"Shareholder(s)"
holder(s) of Share(s);

"Stock Exchange"
The Stock Exchange of Hong Kong Limited;

"Subsidiary"
a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere;

  • 2 -

  • 3 -

DEFINITIONS

"Takeovers Code"
the Code on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong;

"Treasury Shares"
has the meaning ascribed to it under the Listing Rules; and

""
per cent.


LETTER FROM THE BOARD

HYPEBEAST

Hypebeast Limited

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 00150)

Executive Directors:
Mr. Ma Pak Wing Kevin
(Chairman and Chief Executive Officer)
Ms. Lee Yuen Tung Janice

Independent Non-executive Directors:
Ms. Poon Lai King
Ms. Kwan Shin Luen Susanna
Mr. Wong Kai Chi

Registered Office:
P.O. Box 31119 Grand Pavilion
Hibiscus Way, 802 West Bay Road
Grand Cayman
KY1-1205
Cayman Islands

Headquarter and Principal Place of
Business in Hong Kong:
40/F, Cable TV Tower
No.9 Hoi Shing Road
Tsuen Wan, New Territories
Hong Kong

10 July 2025

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE AND ISSUE SHARES,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the 2025 AGM for the (i) granting of the Repurchase Mandate, the Issue Mandate and the Extension Mandate to the Directors and (ii) re-election of the retiring Directors, and to give Shareholders a notice of the 2025 AGM.


LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE REPURCHASE MANDATE, THE ISSUE MANDATE AND THE EXTENSION MANDATE

At the annual general meeting of the Company held on 14 August 2024, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Such mandates, to the extent not used by the date of the 2025 AGM, will lapse at the conclusion of the 2025 AGM.

At the 2025 AGM, ordinary resolutions will be proposed to approve the granting of new general mandates to the Directors:

(a) to repurchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, of not exceeding 10% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing such resolution (i.e. a total of 204,774,523 Shares on the basis that the existing issued share capital of the Company of 2,047,745,231 Shares remains unchanged as at the date of the 2025 AGM);

(b) to allot, issue or deal with new Shares (including any sale or transfer of Treasury Shares out of treasury) of not exceeding 20% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing such resolution (i.e. a total of 409,549,046 Shares on the basis that the existing issued share capital of the Company of 2,047,745,231 Shares remains unchanged as at the date of the 2025 AGM); and

(c) to extend the Issue Mandate by adding the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the 2025 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 7 and 8 of the notice of the 2025 AGM as set out on pages 17 to 21 of this circular.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

  • 5 -

LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

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 (3), 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. Pursuant to article 84(2) of the Articles of Association, a retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

In accordance with the provisions of the Articles of Association, Mr. Ma Pak Wing Kevin and Mr. Wong Kai Chi shall retire from office by rotation, and are eligible to offer themselves for re-election at the 2025 AGM.

The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy and the independence of the independent non-executive Directors. Mr. Wong Kai Chi, the retiring independent non-executive Director, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee and the Board considered that the retiring independent non-executive Director is independent in accordance with the independence guidelines set out in the Listing Rules; and satisfied with all retiring Directors' contribution to the Company, which will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nomination Committee and the Board therefore recommended the re-election of all the retiring Directors including the aforesaid independent non-executive Director who are due to retire at the 2025 AGM.

Pursuant to Rule 13.74 of the Listing Rules, the Company shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the above retiring Directors are set out in Appendix II to this circular.

  • 6 -

LETTER FROM THE BOARD

4. 2025 AGM AND PROXY ARRANGEMENT

The notice convening the 2025 AGM, which contains, inter alia, the ordinary resolutions to be proposed to approve the granting of the Repurchase Mandate, the Issue Mandate and the Extension Mandate and re-election of retiring Directors, is set out on pages 17 to 21 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2025 AGM. An announcement on the poll results will be published by the Company after the 2025 AGM in the manner prescribed under the Listing Rules.

A form of proxy for use at the 2025 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (hypebeast.com). Whether or not you are able to attend the 2025 AGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or authority (if any), to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the 2025 AGM (i.e. not later than 3:30 p.m. on Sunday, 24 August 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2025 AGM or any adjourned meeting if you so wish and in such event, the proxy form shall be deemed to be revoked.

5. RECOMMENDATION

The Directors consider that the ordinary resolutions for granting of the Repurchase Mandate, the Issue Mandate, and the Extension Mandate and the re-election of the retiring Directors as set out in the 2025 AGM notice are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the 2025 AGM.


LETTER FROM THE BOARD

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Explanatory statement on the Repurchase Mandate) and Appendix II (Details of the retiring Directors proposed to be re-elected at the 2025 AGM) to this circular.

Yours faithfully
By order of the Board
Hypebeast Limited
Ma Pak Wing Kevin
Chairman

  • 8 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This Appendix I is an explanatory statement required by the Listing Rules to be sent to the Shareholders with the necessary information to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2025 AGM regarding the granting of the Repurchase Mandate.

  1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,047,745,231 Shares.

Subject to the passing of the ordinary resolution set out in item 7 of the notice of the 2025 AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged from the Latest Practicable Date to the date of the 2025 AGM, the Directors would be authorized under the Repurchase Mandate to repurchase a total number of 204,774,523 Shares, representing 10% of the total number of issued Shares (excluding Treasury Shares) as at the date of the 2025 AGM, during the period in which the Repurchase Mandate remains in force.

  1. REASONS FOR REPURCHASES

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole.

Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share, and will only be made when the Directors consider that such repurchases will benefit the Company and the Shareholders as a whole. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

  1. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules.

  • 9 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts as contained in the annual report of the Company for the year ended 31 March 2025) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing positions which in the opinion of the Directors are from time to time appropriate for the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, 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. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Ma Pak Wing Kevin is the controlling person of CORE Capital Group Limited (“CORE Capital”) and CORE Capital has an interest under the SFO in 1,485,000,000 Shares, representing approximately 72.52% of the total issued share capital of the Company (excluding Treasury Shares). On the basis that (i) the total issued share capital of the Company remains unchanged from the Latest Practicable Date to the date of the 2025 AGM, and (ii) there is no change in the shareholding of CORE Capital in the Company immediately prior to and after the full exercise of the Repurchase Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the attributable shareholding in which CORE Capital is taken to have an interest under the SFO would be increased to approximately 80.58% of the total issued share capital of the Company (excluding Treasury Shares).

The Directors are not aware of any consequences which may give rise to any obligation to make a mandatory offer under the Takeovers Code. Besides, the Directors do not have any present intention to exercise the Repurchase Mandate to such an extent that the public holding of Shares would be reduced below 25% of the total issued share capital of the Company.

  • 10 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

6. STATUS OF REPURCHASED SHARES

The Company may cancel any repurchased Shares and/or hold them as Treasury Shares subject to market conditions and the capital management needs of the Company at the relevant time of the repurchases.

For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either 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, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.

7. GENERAL

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, none of the Directors and their close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders and exercised, to sell any Shares to the Company.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Memorandum of Association and Articles of Association and the applicable laws of the Cayman Islands. In addition, the Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.

  • 11 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. SHARE REPURCHASES MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company has repurchased a total of 5,485,200 Shares on the Stock Exchange and the details are set out below.

Date of Repurchase No. of Shares Repurchased Price Per Share
Highest HK$ Lowest HK$
2 January 2025 173,600 0.227 0.219
9 January 2025 299,600 0.230 0.216
16 January 2025 299,600 0.230 0.220
23 January 2025 299,600 0.196 0.188
28 January 2025 8,400 0.194 0.191
13 February 2025 548,800 0.196 0.188
27 February 2025 1,047,200 0.198 0.190
8 April 2025 1,201,200 0.153 0.134
11 April 2025 406,000 0.154 0.140
17 April 2025 1,201,200 0.160 0.147
Total 5,485,200

9. SHARE PRICES

The table below is a summary of the highest and lowest traded prices of the Shares on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date:

MONTH Price per Share
Highest (HK$) Lowest (HK$)
2024
July 0.260 0.200
August 0.220 0.185
September 0.225 0.197
October 0.241 0.200
November 0.229 0.199
December 0.224 0.204
2025
January 0.245 0.172
February 0.200 0.182
March 0.186 0.160
April 0.172 0.131
May 0.180 0.158
June 0.175 0.148
July (up to the Latest Practicable Date) 0.170 0.170

APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the 2025 AGM according to the Articles of Association, are provided below.

(1) Mr. MA Pak Wing Kevin

Position and experience

Mr. Ma Pak Wing Kevin, aged 42, who founded the Group in 2007, was appointed as an executive director of the Company with effect from 25 September 2015. He also acts as the chief executive officer, the chairman of the Board, the chairman of the Nomination Committee and a member of the Remuneration Committee of the Company.

Mr. Ma is a director of CORE Capital Group Limited, a controlling shareholder of the Company. He is primarily responsible for the overall management, business direction and strategies of the Group. Mr. Ma has over 17 years of industry experience in digital media marketing, web business development and social media marketing.

Mr. Ma has been defined as a leading cultural entrepreneur by global media outlets. Through the global expansion and growth of HYPEBEAST, he has cemented his position on an international level.

HYPEBEAST has transitioned today into the most relevant and reliable source for culture news. Mr. Ma has transformed HYPEBEAST into a global platform through his creativity, innovation and experimental spirit.

Mr. Ma obtained a Bachelor of Arts degree with a major in economics and psychology in May 2005 from the University of British Columbia, Canada.

Mr. Ma has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of Service

Pursuant to the service agreement entered into between Mr. Ma and the Company, his current term of office is 3 years. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Ma does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

  • 13 -

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS

PROPOSED TO BE RE-ELECTED AT THE 2025 AGM

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Ma has the following interests in the shares of the Company and its associated corporations pursuant to Part XV of the SFO:

(i) He was deemed to be interested in a total of 1,485,780,000 Shares (representing approximately 72.56% of the issued share capital of the Company), for which 780,000 Shares were held personally and 1,485,000,000 Shares were held by CORE Capital (a controlled corporation of Mr. Ma);

(ii) He was interested in 39,000 shares of CORE Capital, the holding company of the Company (an associated corporation), representing 78% of the issued share capital of CORE Capital; and

(iii) He was deemed to be interested in 9,600,000 underlying Shares (representing approximately 0.47% of the issued share capital of the Company), which are options granted by the Company pursuant to the share option scheme entitling Mr. Ma to subscribe 9,600,000 Shares.

Save as disclosed above, Mr. Ma 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.

Director's emoluments

Mr. Ma is currently entitled to receive a monthly director's fee of HK$251,200, a monthly salary of HK$18,800 and a discretionary bonus as may be determined by the Board. Mr. Ma is also eligible to participate in the Company's share option scheme. The emoluments of Mr. Ma are determined by the Board with reference to his performance, experience, time commitment and responsibilities as well as the prevailing market conditions.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Ma to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Ma that need to be brought to the attention of the Shareholders.

  • 14 -

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS

PROPOSED TO BE RE-ELECTED AT THE 2025 AGM

(2) Mr. WONG Kai Chi

Position and experience

Mr. Wong Kai Chi, aged 53, was appointed as an independent non-executive director of the Company on 18 March 2016. Mr. Wong is also the chairman of the Audit Committee and a member of the Remuneration Committee of the Company. Since April 2019, Mr. Wong has started his own business and investment in the area of both healthcare and AI Education as the Founder and Managing Partner. Mr. Wong held several key executive roles which include Chief Operating Officer, Chief Human Resources and IT Officer at Tianda Group Limited in the period of June 2017 to March 2019. From August 2014 to March 2017, Mr. Wong worked for the finance department of Bloomberg L.P., an information technology data services company and is responsible for accounting and finance matters. Mr. Wong has over 21 years of experience in finance and professional accounting, in which he has advanced to a Fellow Certified Practising Accountant (Australia) since March 2015. Mr. Wong obtained a Bachelor of Commerce degree in July 1996 from Monash University, Australia. He obtained a Master of Business Administration degree in August 2005 from Deakin University, Australia through distance learning. Mr. Wong is also a director of Eternal Life Music Charity Foundation Limited, a chairman of Hong Kong Girl Guides New Territories Region Association and a director of Hong Kong R&D Centre for Logistics and Supply Chain Management Enabling Technologies since 2015.

Save as disclosed above, Mr. Wong has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of Service

Pursuant to the letter of appointment issued by the Company to Mr. Wong, his current term of office is 3 years. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Wong does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.


APPENDIX II

DETAILS OF THE RETIRING DIRECTORS

PROPOSED TO BE RE-ELECTED AT THE 2025 AGM

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Wong 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.

Director's emoluments

Mr. Wong is entitled to receive a monthly director’s fee of HK$8,500 which is determined by the Board with reference to his time commitment and responsibilities with the Company as well as the prevailing market conditions. Mr. Wong is also eligible to participate in the Company’s share option scheme. However, Mr. Wong is not eligible to participate in any bonus schemes or other benefits of the kind available to executive Directors.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Wong to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Wong that need to be brought to the attention of the Shareholders.

  • 16 -

NOTICE OF THE 2025 AGM

HYPEBEAST

Hypebeast Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00150)

NOTICE IS HEREBY GIVEN that an annual general meeting of Hypebeast Limited (the "Company") will be held at Majoris Business Lounge, 7/F, Bonham Majoris, 40 Bonham Strand, Sheung Wan, Hong Kong on Tuesday, 26 August 2025 at 3:30 p.m. (or an adjournment thereof) for the following purposes:

  1. To consider and receive the audited consolidated financial statements of the Company and the reports of the directors and auditor of the Company for the year ended 31 March 2025;
  2. To declare a final dividend of HK$0.0018 per ordinary share of the Company for the year ended 31 March 2025;
  3. To re-elect Mr. Ma Pak Wing Kevin as an executive director of the Company;
  4. To re-elect Mr. Wong Kai Chi as an independent non-executive director of the Company;
  5. To authorize the board of directors of the Company to fix the respective director's remuneration;
  6. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorize the board of directors of the Company to fix the auditor's remuneration;

NOTICE OF THE 2025 AGM

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws in this regard, be and is hereby generally and unconditionally approved;

(b) the total number of shares of the Company to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company (excluding Treasury Shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the date of passing of this resolution) and the said approval 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 revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company's shareholders in a general meeting; and

(iii) 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 to be held.";


NOTICE OF THE 2025 AGM

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (c) below and pursuant to the Rules Governing the Listing of Securities on the Stock Exchange, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue or deal with authorized and unissued shares in the capital of the Company (including any sale or transfer of Treasury Shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

(c) the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than by way of:

(i) a Rights Issue (as defined below);

(ii) the exercise of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the grant or issue to the eligible participants of shares or rights to acquire shares of the Company;

(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; and

(iv) the exercise of the outstanding conversion rights attaching to any convertible securities issued by the Company, which are convertible into shares of the Company,

shall not exceed 20% of the total number of issued shares of the Company (excluding Treasury Shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the date of passing of this resolution) and this approval be limited accordingly; and

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NOTICE OF THE 2025 AGM

(d) for the purpose of this resolution:

"Relevant Period" means the period from the passing of this resolution until whenever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company's shareholders in a general meeting; and

(iii) 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 to be held; and

"Rights Issue" means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital of the Company open for a period fixed by the directors of the Company to holders of shares or any class thereof 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 or class thereof in the Company (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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company)."; and

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of resolutions set out in items 7 and 8 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 8 of the Notice be and is hereby extended by the addition to the total number of shares of the Company (including any sale or transfer of Treasury Shares out of treasury) which may be allotted and issued or dealt with, or agreed conditionally or unconditionally to be allotted and issued or dealt with, by the directors of the Company pursuant to such general mandate of the number of shares


NOTICE OF THE 2025 AGM

repurchased by the Company pursuant to the general mandate referred to in resolution set out in item 7 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company (excluding Treasury Shares) as at the date of passing of this resolution."

Yours faithfully
By order of the Board
Hypebeast Limited
Ma Pak Wing Kevin
Chairman

Hong Kong, 10 July 2025

Notes:

  1. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint one or, if he/she is the holder of two or more shares, more than one proxy to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of relevant joint holding.

  3. In order to be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the above meeting (i.e. not later than 3:30 p.m. on Sunday, 24 August 2025) or any adjournment thereof. Delivery of the proxy form shall not preclude a shareholder from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Thursday, 21 August 2025 to Tuesday, 26 August 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. The record date for determining the entitlement of the Shareholders to attend and vote at the above meeting will be Tuesday, 26 August 2025. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 20 August 2025.

  5. For determining the entitlement of the shareholders to receive the proposed final dividend, the register of members of the Company will be closed on Tuesday, 2 September 2025 on which no transfer of shares will be registered. The record date for determining the entitlement of the Shareholders to receive the proposed final dividend will be Tuesday, 2 September 2025. In order to be eligible to receive the proposed final dividend, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Monday, 1 September 2025.

  6. References to time and dates in the Notice are to Hong Kong time and dates.

As at the date of the Notice, the executive directors of the Company are Mr. Ma Pak Wing Kevin and Ms. Lee Yuen Tung Janice; the independent non-executive directors of the Company are Ms. Poon Lai King, Ms. Kwan Shin Luen Susanna and Mr. Wong Kai Chi.

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