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i-Cable Communications 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 you should take, you should consult an exchange participant or other securities dealer licensed as a licensed person under the Securities and Futures Ordinance, bank manager, solicitor, certified public accountant or other professional adviser.
If you have sold or transferred all your shares in the Company, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, exchange participant 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.
i-CABLE COMMUNICATIONS LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 1097)
PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES FOR BUY-BACK AND ISSUE OF SHARES AND NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as those defined in this circular. A letter from the Board is set out on pages 4 to 9 of this circular.
A notice convening the AGM to be held at The GalaMuse, Unit 1001 & 07, 08, Level 10, K11 ATELIER, Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 16 June 2025 at 3:00 p.m. is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use by the Shareholders at the AGM is enclosed herein.
Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 3:00 p.m. on Friday, 13 June 2025, or in case of any adjournment thereof, not later than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for holding such adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
23 April 2025
CONTENTS
Page
Contents i
Definitions 1
Letter from the Board 4
Appendix I — Details of Retiring Directors Proposed to be Re-elected 10
Appendix II — Explanatory Statement 14
Notice of Annual General Meeting AGM-1
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
“2019 LCS”
the unlisted long-term convertible bonds issued by the Company to Forever Top in the principal amount of HK$568 million in June 2019 and which can be converted into 4,544,000,000 new Shares upon its full conversion
“2021 LCS”
the unlisted long-term convertible bonds issued by the Company to Forever Top in the principal amount of HK$200 million in March 2021 and which can be converted into 2,941,176,470 new Shares upon its full conversion
“AGM”
the annual general meeting of the Company to be held at The GalaMuse, Unit 1001 & 07, 08, Level 10, K11 ATELIER, Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 16 June 2025 at 3:00 p.m. (or any adjournment thereof)
“Articles of Association”
the articles of association of the Company
“Board”
the board of Directors
“Business Day”
any day on which banks are generally open for business in Hong Kong (excluding Saturday and Sunday)
“Buy-back Mandate”
the general mandate to be granted to the Directors to buy back the Shares on the Stock Exchange representing up to 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of passing the relevant resolution(s)
“close associate(s)”
has the meaning ascribed to it under the Listing Rules
“Companies Ordinance”
the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended and supplemented from time to time
“Company”
i-CABLE Communications Limited (Stock Code: 1097), a company incorporated under the laws of Hong Kong and the Shares of which are listed on the Main Board of the Stock Exchange
“controlling shareholder”
has the meaning ascribed to it under the Listing Rules
– 1 –
DEFINITIONS
“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1 to the Listing Rules, as amended and supplemented from time to time
“Director(s)” the director(s) of the Company
“Extension Mandate” the general mandate to be granted to the Directors to extend the Issuance Mandate by the number of any Shares bought back by the Company pursuant to and in accordance with the Buy-back Mandate
“Forever Top” Forever Top (Asia) Limited
“Group” collectively, the Company, its subsidiaries and consolidated structured entities
“HK$” Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong” or “HKSAR” the Hong Kong Special Administrative Region of the People’s Republic of China
“Issuance Mandate” the general mandate to be granted to the Directors to allot, issue and otherwise deal with the Shares (including any sale or transfer of Treasury Shares) subject to a restriction that the aggregate number of Shares to be allotted or agreed to be allotted must not exceed 20% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of passing the relevant resolution(s)
“Latest Practicable Date” 15 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended and supplemented from time to time
“Registrar” the share registrar of the Company, being Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
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DEFINITIONS
"Retiring Directors" the Directors proposed for re-election at the AGM, namely (i) Dr. Cheng Kar-Shun, Henry as a non-executive Director; (ii) Mr. Lie Ken Jie Remy Anthony Ket Heng as an executive Director; (iii) Ms. Ng Yuk Mui Jessica as a non-executive Director; and (iv) Prof. Hu Shao Ming Herman as an independent non-executive Director
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)" ordinary share(s) of the Company
"Shareholder(s)" shareholder(s) of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)" has the meaning ascribed to it under the Listing Rules
"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs, as amended and supplemented from time to time
"Treasury Shares" has the meaning ascribed to it under the Listing Rules as amended from time to time
"%" per cent.
References to time and dates in this circular are to time and dates in Hong Kong.
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LETTER FROM THE BOARD
i-CABLE COMMUNICATIONS LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 1097)
Dr. Cheng Kar-Shun, Henry GBM, GBS
(Chairman, Non-executive Director)
Mr. Tsang On Yip, Patrick BBS
(Vice-chairman, Executive Director)
Mr. Lie Ken Jie Remy Anthony Ket Heng (Executive Director)
Mr. To Chi Hak (Chief Executive Officer, Executive Director)
Dr. Luk Wai Ki Elvis (Executive Director)
Ms. Ng Yuk Mui Jessica (Non-executive Director)
Mr. Lam Kin Fung Jeffrey GBM, GBS, JP
(Independent non-executive Director)
Prof. Hu Shao Ming Herman GBS, JP
(Independent non-executive Director)
Mr. Luk Koon Hoo, Roger BBS, JP
(Independent non-executive Director)
Mr. Tang Sing Ming Sherman
(Independent non-executive Director)
Registered Office:
7th Floor, Cable TV Tower,
9 Hoi Shing Road,
Tsuen Wan,
Hong Kong
23 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES FOR BUY-BACK AND ISSUE OF SHARES AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with the information in connection with the ordinary resolutions to be proposed at the forthcoming AGM to be held on Monday, 16 June 2025 to, amongst others, (i) re-elect the Retiring Directors (including Prof. HU Shao Ming Herman, who has served as independent non-executive Director for more than nine years), (ii) grant general mandates to the Directors to buy back Shares and to issue new Shares, and (iii) the giving of notice of the AGM.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
The Board currently comprises ten Directors, namely, Dr. Cheng Kar-Shun, Henry (Chairman) as a non-executive Director; Mr. Tsang On Yip, Patrick (Vice-chairman), Mr. Lie Ken Jie Remy Anthony Ket Heng, Mr. To Chi Hak (Chief Executive Officer) and Dr. Luk Wai Ki Elvis as executive Directors; Ms. Ng Yuk Mui Jessica as a non-executive Director; and Mr. Lam Kin Fung Jeffrey, Prof. Hu Shao Ming Herman, Mr. Luk Koon Hoo, Roger and Mr. Tang Sing Ming Sherman as independent non-executive Directors.
In accordance with Article 106(A) of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or if their number is not three or a multiple of three, then the number nearest to but not less than one-third), who are not Directors in respect of whom the provisions of Article 97 of the Articles of Association apply, 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. Accordingly, (i) Dr. Cheng Kar-Shun, Henry ("Dr. Cheng") as a non-executive Director; (ii) Mr. Lie Ken Jie Remy Anthony Ket Heng ("Mr. Lie Ken Jie") as an executive Director; (iii) Ms. Ng Yuk Mui Jessica ("Ms. Ng") as a non-executive Director; and (iv) Prof. Hu Shao Ming Herman ("Prof. Hu") as an independent non-executive Director will retire at the AGM by rotation, and being eligible, offer themselves for re-election at the AGM.
Pursuant to code provision B.2.3 of Part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, if an independent non-executive director has served more than nine years, any further appointment of such independent non-executive director should be subject to a separate resolution to be approved by shareholders.
Prof. Hu has served as an independent non-executive Director since April 2012 for more than nine years, and a separate resolution will be proposed at the AGM to further appoint Prof. Hu as an independent non-executive Director. During his tenure, Prof. Hu has demonstrated his ability to provide an independent view to the Company's matters. Notwithstanding his years of service as an independent non-executive Director, the Board and the nomination committee of the Company (the "Nomination Committee") are of the view that Prof. Hu is equipped with integrity, skills and experience to continue fulfilling the role of an independent non-executive Director. Prof. Hu's long service on the Board would not affect him from bringing fresh perspectives and exercising independent judgment and thus the Board recommends him for election at the AGM.
LETTER FROM THE BOARD
In accordance with the terms of reference of the Nomination Committee and the nomination policy of the Company, the Nomination Committee has evaluated the performance and contribution of each of the Retiring Directors during their years of services and reviewed the independence confirmation submitted by Prof. Hu and assessed his independence.
In the evaluation, the Nomination Committee is of the opinion that each of the Retiring Directors has contributed positively to the Board with their extensive knowledge and experience in various fields that is relevant to the Company's business. In addition, their breadth and diversity of experience have enabled them to provide valuable and diverse views, as well as relevant insights to the Board and to contribute to the diversity of the Board. In addition, Prof. Hu met the independence guidelines set out in Rule 3.13 of the Listing Rules. The Nomination Committee is not aware of any relationship or circumstances that might influence Prof. Hu in exercising independent judgement, and is satisfied that Prof. Hu has the required independence to fulfill the role of an independent non-executive Director.
In view of Prof. Hu's professional qualifications, in particular Prof. Hu's extensive experience in commerce, corporate exercise and management level, the Nomination Committee considers that he will further replenish the professional knowledge of the Board and contribute to the diversity of the Board. The Nomination Committee is also of the view that Prof. Hu will continue to bring to the Board his perspectives, skills and experience (as further described in his biography in Appendix I to this circular) and provide independent and balanced views to the Company's affairs. The Nomination Committee therefore considered Prof. Hu to be a suitable candidate and nominated him to the Board for its consideration.
Having considered the professional qualifications of Prof. Hu, his independent scope of work in the past years and the current skill mix of the Board, the Nomination Committee and the Board considered that the continuous appointment of Prof. Hu as an independent non-executive Director will bring considerable stability to the Board, and Prof. Hu will continue to provide valuable advice to the business development of the Group and maintain a proper balance between public and corporate interests, whilst having sufficient diversity for the Board to discharge its functions effectively.
Prof. Hu has provided to the Company a confirmation of independence pursuant to Rule 3.13 of the Listing Rules and the Company considered that he is independent.
The Board, having considered the recommendation of the Nomination Committee, has proposed the re-election of (i) Dr. Cheng, (ii) Mr. Lie Ken Jie, (iii) Ms. Ng and (iv) Prof. Hu. Such proposal will be put forward at the AGM for Shareholders' consideration and approval by way of ordinary resolutions. At the AGM, a separate ordinary resolution will be proposed to re-elect Prof. Hu as an independent non-executive Director. The Board also believes that the Directors who are seeking re-election at the AGM have the qualifications and related expertise that will continue to make significant contribution to the Company and the Shareholders as a whole.
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LETTER FROM THE BOARD
Details of the Retiring Directors proposed to be re-elected are set out in Appendix I to this circular.
GENERAL MANDATES FOR BUY-BACK AND ISSUE OF SHARES
At the annual general meeting of the Company held on 6 June 2024, ordinary resolutions were passed giving general mandates to the Directors (i) to buy back Shares subject to, inter alia, a restriction that the aggregate number of Shares to be bought back must not exceed 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of passing such resolution; (ii) to allot, issue and otherwise deal with the Shares (including any sale or transfer of Treasury Shares) subject to, inter alia, a restriction that the aggregate number of Shares to be allotted or agreed to be allotted must not exceed 20% of the total number of Shares in issue (excluding Treasury Shares, if any) at the date of passing such resolution; and (iii) to exercise the power to extend the general mandate mentioned in (ii) above by an amount representing the aggregate number of Shares bought back by the Company pursuant to the mandate to buy back Shares referred to in (i) above.
Pursuant to the Companies Ordinance and the Listing Rules, the general mandates mentioned above will lapse at the conclusion of the AGM, unless renewed at that meeting.
Resolutions will be proposed at the AGM to grant to the Directors the Buy-back Mandate, the Issuance Mandate and the Extension Mandate.
As at the Latest Practicable Date, the total number of Shares in issue was 7,134,623,520 Shares. Subject to the passing of the resolutions approving the Buy-back Mandate, the Issuance Mandate and the Extension Mandate and assuming that there is no change in the total number of Shares in issue between the Latest Practicable Date and the date of the passing of the relevant resolutions at the AGM, the Company would be allowed under the Buy-back Mandate to buy-back a maximum of 713,462,352 Shares and under the Issuance Mandate to issue a maximum of 1,426,924,704 Shares (subject to the Extension Mandate).
As at the Latest Practicable Date, the Company had no immediate plan to repurchase any Shares under the Buy-back Mandate or issue any new Shares under the Issuance Mandate.
An explanatory statement as required under the Listing Rules to provide the requisite information in connection with the Buy-back Mandate is set out in Appendix II to this circular.
AGM
A notice convening the AGM to be held at The GalaMuse, Unit 1001 & 07, 08, Level 10, K11 ATELIER, Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 16 June 2025 at 3:00 p.m. is set out on pages AGM-1 to AGM-5 of this circular. At the AGM, resolutions will be proposed to, amongst others, re-elect the Retiring Directors and grant the Buy-back Mandate, the Issuance Mandate and the Extension Mandate.
LETTER FROM THE BOARD
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 11 June 2025 to Monday, 16 June 2025, both days inclusive, in order to determine the identity of the Shareholders who are entitled to attend and vote at the AGM. All transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Tuesday, 10 June 2025.
ACTIONS TO BE TAKEN
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 3:00 p.m. on Friday, 13 June 2025, or in case of any adjournment thereof, not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for holding such adjourned meeting.
Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any votes of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith and in compliance with the Listing Rules, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. None of the Shareholders is required to abstain from voting on any resolutions to be proposed at the AGM pursuant to the Listing Rules and/or the Articles of Association. An announcement on the poll vote results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.
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LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider the proposed resolutions in relation to the re-election of the Retiring Directors (including Prof. Hu who has served as independent non-executive Director for more than nine years) and the grant of the Buy-back Mandate, the Issuance Mandate and the Extension Mandate to be put forward at the AGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM.
ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set out in the appendices to this circular.
Yours faithfully,
For and on behalf of the Board
i-CABLE COMMUNICATIONS LIMITED
Lau Yee Wa
Company Secretary
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APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
The following are the relevant information relating to the Retiring Directors proposed to be re-elected at the AGM:
Dr. CHENG Kar-Shun, Henry GBM, GBS (Age: 78)
Dr. Cheng was appointed as the vice-chairman of the Board and a non-executive Director in September 2017, and re-designated as the chairman of the Board in November 2021. Dr. Cheng is the chairman and executive director of New World Development Company Limited, CTF Services Limited (formerly known as NWS Holdings Limited) and Chow Tai Fook Jewellery Group Limited, and the chairman and non-executive director of FSE Lifestyle Services Limited, all of which are listed public companies in Hong Kong. He is a director of Cheng Yu Tung Family (Holdings) Limited, Cheng Yu Tung Family (Holdings II) Limited, Chow Tai Fook Capital Limited, Chow Tai Fook (Holding) Limited, Chow Tai Fook Enterprises Limited (“CTFE”) and Chow Tai Fook Nominee Limited. Dr. Cheng is also a director of each of Forever Top (the controlling shareholder of the Company) and Celestial Pioneer Limited (“Celestial Pioneer”) (the controlling shareholder of Forever Top and is wholly-owned by Dr. Cheng).
Dr. Cheng is the chairman of the Advisory Council for The Better Hong Kong Foundation. He was a Standing Committee Member of the Twelfth Chinese People's Political Consultative Conference of The People's Republic of China. Dr. Cheng was awarded the Gold Bauhinia Star and the Grand Bauhinia Medal in 2001 and 2017, respectively by the Government of the HKSAR.
Dr. Cheng is the uncle of the spouse of Mr. Tsang On Yip, Patrick, an executive Director.
Dr. Cheng received a director's fee of HK$60,000 for the year ended 31 December 2024. Dr. Cheng's emolument was determined and will be reviewed by the Board annually with reference to his qualifications, experience, duties and responsibilities with the Company, as well as the Group's performance and the prevailing market conditions.
Dr. Cheng has entered into appointment letter with the Company pursuant to which he has agreed to act as a non-executive Director for an initial term of three years and renewable automatically for successive terms of three years upon expiry of the then current term of his appointment, unless terminated in accordance with the terms of his appointment letter. Dr. Cheng is also subject to retirement by rotation and re-election in accordance with the provisions of the Articles of Association and the Corporate Governance Code set out in Appendix C1 to the Listing Rules.
As at the Latest Practicable Date, Dr. Cheng, through Celestial Pioneer (a company wholly-owned by Dr. Cheng) and Forever Top (a company owned as to 72.0% interests by Dr. Cheng), was deemed to be interested in 11,052,488,230 Shares under the SFO, representing approximately 154.91% of the total number of issued Shares.
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APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. LIE KEN JIE Remy Anthony Ket Heng (Age: 46)
Mr. Lie Ken Jie was appointed as a non-executive Director in July 2019, and re-designated as an executive Director in November 2021. He is an authorised representative of the Company. He is also a director of the subsidiaries of the Company. He is currently a senior vice president of CTFE with responsibilities in making strategic investments globally. He is also a non-executive director of Greenheart Group Limited which is a listed public company in Hong Kong. Mr. Lie Ken Jie holds a Master's degree in Finance and a Master's degree in Civil Engineering, both from Imperial College London in the United Kingdom. He is also a director of Forever Top, the controlling shareholder of the Company.
Mr. Lie Ken Jie received a director's fee of HK$60,000 for the year ended 31 December 2024. Mr. Lie Ken Jie's emolument was determined and will be reviewed by the Board annually with reference to his qualifications, experience, duties and responsibilities with the Company, as well as the Group's performance and the prevailing market conditions.
Mr. Lie Ken Jie has entered into appointment letter with the Company pursuant to which he has agreed to act as an executive Director for an initial term of three years and renewable automatically for successive terms of three years upon expiry of the then current term of his appointment, unless terminated in accordance with the terms of his appointment letter. Mr. Lie Ken Jie is also subject to retirement by rotation and re-election in accordance with the provisions of the Articles of Association and the Corporate Governance Code set out in Appendix C1 to the Listing Rules.
Ms. NG Yuk Mui Jessica (Age: 46)
Ms. Ng was appointed as a non-executive Director in July 2019. She is an executive director, the executive vice chairman, chief executive officer and a member of the executive committee of South China Financial Holdings Limited whose shares are listed on the Main Board of the Stock Exchange. She is also a non-executive director of South China Holdings Company Limited whose shares are listed on the Main Board of the Stock Exchange.
She holds a Bachelor's degree in Law from King's College London, University of London in the United Kingdom and was admitted to the Hong Kong Bar in 2006. She is an associate member of the Chartered Institute of Management Accountants, a member of the 12th Hebei Provincial Committee of the Chinese People's Political Consultative Conference and a standing committee member of the 13th Hebei Provincial Committee of the Chinese People's Political Consultative Conference.
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APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Ms. Ng is the daughter of Mr. Ng Hung Sang, who, together with his spouse and companies controlled by him, is interested in approximately 10.08% of the total number of issued Shares.
Ms. Ng received a director’s fee of HK$60,000 for the year ended 31 December 2024. Ms. Ng’s emolument was determined and will be reviewed by the Board annually with reference to her qualifications, experience, duties and responsibilities with the Company, as well as the Group’s performance and the prevailing market conditions.
Ms. Ng has entered into appointment letter with the Company pursuant to which she has agreed to act as a non-executive Director for an initial term of three years and renewable automatically for successive terms of three years upon expiry of the then current term of her appointment, unless terminated in accordance with the terms of her appointment letter. Ms. Ng is also subject to retirement by rotation and re-election in accordance with the provisions of the Articles of Association and the Corporate Governance Code set out in Appendix C1 to the Listing Rules.
Prof. HU Shao Ming Herman GBS, JP (Age: 71)
Prof. Hu, B.Sc., FCIBSE, FHKIE, MIEEE, C. Eng., has been an independent non-executive Director since April 2012. He is also the chairman of the NC and a member of each of the NC, AC and CC. He is the chairman of Ryoden Development Limited. Prof. Hu has been re-elected as a Deputy to the 14th National People’s Congress of the People’s Republic of China. He is the Life Honorary Chairman of The Chinese General Chamber of Commerce, Hong Kong. He is also a general committee member of the Employers’ Federation of Hong Kong, the Honorary Vice President of the Sports Federation & Olympic Committee of Hong Kong, China, an Honorary Court Member of The Hong Kong University of Science & Technology, a member of the Election Committee of the Government of the HKSAR and the Vice Patron of The Community Chest of Hong Kong. He was awarded the Honour of Silver Bauhinia Star (SBS) and Gold Bauhinia Star (GBS) by the Government of the HKSAR on 30 June 2017 and 1 July 2023 respectively.
Prof. Hu received a director’s fee of HK$80,000 for the year ended 31 December 2024. Prof. Hu’s emolument was determined and will be reviewed by the Board annually with reference to his qualifications, experience, duties and responsibilities with the Company, as well as the Group’s performance and the prevailing market conditions.
APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Prof. Hu has entered into appointment letter with the Company pursuant to which he has agreed to act as an independent non-executive Director for an initial term of three years and renewable automatically for successive terms of three years upon expiry of the then current term of his appointment, unless terminated in accordance with the terms of his appointment letter. Prof. Hu is also subject to retirement by rotation and re-election in accordance with the provisions of the Articles of Association and the Corporate Governance Code set out in Appendix C1 to the Listing Rules.
Saved as disclosed above, so far as the Directors are aware, as at the Latest Practicable Date, (i) none of the Retiring Directors had any interest (within the meaning of Part XV of the SFO) in the securities of the Company; (ii) none of the Retiring Directors held other positions with the Company or other members of the Group; (iii) none of the Retiring Directors held any directorship in any other listed public company during the preceding three years; (iv) none of the Retiring Directors held any other relationship with any other Directors, senior management or any substantial shareholders or controlling shareholders of the Company; and (v) in relation to the proposed re-election of the Retiring Directors, there is no information which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT
The following is the Explanatory Statement required to be sent to the Shareholders under the Listing Rules which provides requisite information in connection with the proposed Buy-back Mandate and also constitutes the memorandum required under section 239 of the Companies Ordinance:
SHARE CAPITAL
(i) It is proposed that the Buy-back Mandate will authorise the buy-back by the Company of up to 10% of the total number of Shares in issue (excluding Treasury Shares, if any) at the date of passing the resolution to approve the Buy-back Mandate (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of the resolution). As at the Latest Practicable Date, the total number of Shares in issue was 7,134,623,520 Shares. On the basis of such figure (and assuming no new Shares will be issued and no Share will be bought back after the Latest Practicable Date and up to the date of passing such resolution), exercise in full of the Buy-back Mandate would result in the buy-back by the Company of up to 713,462,352 Shares.
REASONS FOR SHARE BUY-BACK
(ii) The Directors believe that the general authority from the Shareholders to enable the buy-back of Shares is in the best interests of the Company and the Shareholders as a whole. Buy-backs may, depending on the circumstances and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share. The Directors are seeking the grant of the Buy-back Mandate to give the Company the flexibility to do so if and when appropriate. The number(s) of Shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.
FUNDING OF BUY-BACK OF SHARES
(iii) The funds required for any buy-back would be derived from the distributable profits of the Company or such other fundings legally available for such purpose in accordance with the Company's constitutive documents and the applicable laws of Hong Kong.
(iv) There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent audited financial statements for the year ended 31 December 2024) in the event that the Buy-back Mandate was exercised in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing level which in the opinion of the Directors is from time to time appropriate for the Company.
APPENDIX II
EXPLANATORY STATEMENT
UNDERTAKING
(v) There are no Directors or (to the best of the knowledge of the Directors) any close associates of the Directors who have a present intention, in the event that the Buy-back Mandate is granted by the Shareholders, to sell Shares to the Company.
(vi) The Directors will exercise the power of the Company to buy-back the Shares pursuant to the Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.
(vii) The Company has confirmed that neither the Explanatory Statement nor the proposed share buy-back has any unusual features.
(viii) The Company may cancel such Shares repurchased or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases, which may change due to evolving circumstances.
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 Hong Kong Securities Clearing Company Limited 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.
EFFECT OF THE TAKEOVERS CODE
(ix) Pursuant to Rule 32 of the Takeovers Code, if as a result of a share buy-back, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
(x) As at the Latest Practicable Date, as recorded in the register required to be kept by the Company pursuant to section 336 under Part XV of the SFO and to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, (a) Forever Top was interested in 10,568,899,364 Shares, which comprises (i) 3,083,722,894 Shares owned by Forever Top; (ii) 4,544,000,000 new Shares to be issued by the Company upon full exercise of the conversion rights under the 2019 LCS; and (iii) 2,941,176,470 new Shares to be issued by the Company upon full exercise of the conversion rights under the 2021 LCS; and (b) Celestial Pioneer, a company holding
APPENDIX II
EXPLANATORY STATEMENT
72.0% of the total number of issued shares of Forever Top, was interested in 11,052,488,230 Shares, which comprises (i) 483,588,866 Shares owned by Celestial Pioneer; and (ii) 10,568,899,364 Shares in which Forever Top is interested. Forever Top and Celestial Pioneer are shareholders acting in concert.
Assuming that there is no change in the total number of issued Shares between the period from the Latest Practicable Date and the date of passing the Buy-back Mandate, and in the event that the Directors exercise in full the power to buy back Shares in accordance with the terms of the ordinary resolution to be proposed at the AGM, the aggregate shareholdings of Forever Top and Celestial Pioneer in the Company will increase from 50.00% to approximately 55.56% of the total number of Shares in issue. As such, such increase will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors will be cautious in exercising the Buy-back Mandate and they currently have no intention to exercise the Buy-back Mandate to such extent as would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
(xi) Save as disclosed above, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any buy-backs pursuant to the Buy-back Mandate.
(xii) In addition, the Directors also have no intention to buy back Shares which would result in the amount of Shares held by the public being reduced to less than 25% of the total number of Shares in issue.
OTHER DISCLOSURES
(xiii) No buy-back has been made by the Company of Shares in the six months immediately prior to the Latest Practicable Date.
(xiv) No core connected persons (as defined in the Listing Rules) of the Company have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell Shares to the Company in the event that the Buy-back Mandate is granted by the Shareholders.
- 16 -
APPENDIX II
EXPLANATORY STATEMENT
SHARE PRICE
(xv) The highest and lowest prices at which Shares were traded on the Stock Exchange in each of the previous twelve months are as follows:
| | Highest
(HK$) | Lowest
(HK$) |
| --- | --- | --- |
| April 2024 | 0.029 | 0.025 |
| May 2024 | 0.043 | 0.027 |
| June 2024 | 0.032 | 0.027 |
| July 2024 | 0.032 | 0.025 |
| August 2024 | 0.028 | 0.024 |
| September 2024 | 0.028 | 0.023 |
| October 2024 | 0.040 | 0.025 |
| November 2024 | 0.033 | 0.027 |
| December 2024 | 0.032 | 0.028 |
| January 2025 | 0.031 | 0.027 |
| February 2025 | 0.031 | 0.026 |
| March 2025 | 0.030 | 0.026 |
| April 2025 (up to Latest Practicable Date) | 0.028 | 0.023 |
NOTICE OF ANNUAL GENERAL MEETING
i-CABLE COMMUNICATIONS LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 1097)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of i-CABLE Communications Limited (the "Company") will be held at The GalaMuse, Unit 1001 & 07, 08, Level 10, K11 ATELIER, Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 16 June 2025 at 3:00 p.m. for the following purposes:
-
to receive the audited consolidated financial statements for the year ended 31 December 2024 and the reports of the directors of the Company (the "Directors") and the auditor of the Company thereon;
-
to re-elect the following retiring Directors:
(a) Dr. Cheng Kar-Shun, Henry as a non-executive Director;
(b) Mr. Lie Ken Jie Remy Anthony Ket Heng as an executive Director; and
(c) Ms. Ng Yuk Mui Jessica as a non-executive Director;
-
to re-elect Prof. Hu Shao Ming Herman as an independent non-executive Director;
-
to authorise the board of Directors (the "Board") to fix the remuneration of the Directors;
-
to re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the Board to fix their remuneration;
-
AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
and as special business to consider and, if thought fit, to pass with or without modification the following resolutions as ordinary resolutions:
- “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to buy back shares in the capital of the Company (the “Shares”) be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares which may be bought back on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate number of Shares of the Company in issue (excluding Treasury Shares, if any) at the date of passing this Resolution (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of this Resolution), and the said approval shall be limited accordingly; and
(c) for the purposes 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 law to be held; and
(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company (the “Shareholders”) in general meeting.”
- “THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional Shares (including any sale or transfer of Treasury Shares) and to make or grant offers, agreements, options, warrants and other securities which might require the exercise of such power be and is hereby generally and unconditionally approved;
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options, warrants and other securities which might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to: (i) a Rights Issue (as defined below); or (ii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, shall not exceed the aggregate of:
(i) 20% of the aggregate number of Shares in issue (excluding Treasury Shares, if any) at the date of passing this Resolution (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of this Resolution); and
(ii) (if the Directors are so authorised by a separate ordinary resolution of the Shareholders pursuant to Resolution 8 set out in the notice convening this meeting) the number of Shares bought back by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the aggregate number of Shares in issue (excluding Treasury Shares, if any) at the date of passing this Resolution) (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of shares after the passing of this Resolution),
and the said approval shall be limited accordingly; and
(d) for the purposes of this Resolution:
“Relevant Period” means the period from the 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 law to be held; and
(iii) the revocation or variation of the approval given under this Resolution by ordinary resolution of the Shareholders in general meeting; and
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of Shares, or an offer or issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Company or by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).
- "THAT the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with any additional Shares (including any sale or transfer of Treasury Shares) pursuant to Resolution 7 set out in the notice convening this meeting be and is hereby extended by the addition thereto of such further additional Shares as shall represent the aggregate number of Shares bought back by the Company subsequent to the time of passing the said Resolution 7, provided that the number of Shares so added shall not exceed 10% of the aggregate number of Shares in issue (excluding Treasury Shares, if any) at the date of passing Resolution 6 set out in the notice convening this meeting (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of the said Resolution 6)."
By Order of the Board
i-CABLE COMMUNICATIONS LIMITED
Lau Yee Wa
Company Secretary
Hong Kong, 23 April 2025
Registered Office:
7th Floor, Cable TV Tower,
9 Hoi Shing Road,
Tsuen Wan,
Hong Kong
Notes:
(a) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint, at his/her own choice, another person as his/her proxy to attend and to speak, and in the event of a poll, to vote in his stead. A proxy need not be a member of the Company. He/she may appoint separate proxies to represent respectively such number of shares in the Company registered under his/her name.
For the avoidance of doubt and for the purposes of the Listing Rules, holders of Treasury Shares (if any) are not entitled to vote at the Company's general meetings.
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
(b) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorised to sign the same.
(c) In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of that power of attorney or authority) must be deposited at the share registrar of the Company (the “Registrar”), Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 3:00 p.m. on Friday, 13 June 2025, or in case of any adjournment thereof, not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for holding such adjourned meeting. Forms of proxy sent electronically or by any other data transmission will not be accepted.
(d) Completion and delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the meeting if the Shareholder so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.
(e) Where there are joint registered holders of any Shares, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such Share(s) as if he/she was solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
(f) With reference to the ordinary resolution proposed under item (7) above, the Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the mandate to be given thereunder.
(g) The register of members of the Company will be closed from Wednesday, 11 June 2025 to Monday, 16 June 2025, both days inclusive, during which period no transfer of Shares can be registered. In order to ascertain Shareholders’ rights for the purpose of attending and voting at the meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Tuesday, 10 June 2025.
(h) If a Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or “extreme conditions caused by a super typhoon” announced by the Government is/are in force at 1:00 p.m. on the date of the meeting, the meeting will be postponed or adjourned. The Company will post an announcement on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company’s website (www.i-cablecomm.com) to notify the Shareholders of the date, time and venue of the rescheduled meeting.
As at the date of this notice, the Board comprises ten Directors, namely Dr. Cheng Kar-Shun, Henry (Chairman) as non-executive Director; Mr. Tsang On Yip, Patrick (Vice-chairman), Mr. Lie Ken Jie Remy Anthony Ket Heng, Mr. To Chi Hak (Chief Executive Officer) and Dr. Luk Wai Ki Elvis as executive Directors; Ms. Ng Yuk Mui Jessica as non-executive Director; and Mr. Lam Kin Fung Jeffrey, Prof. Hu Shao Ming Herman, Mr. Luk Koon Hoo, Roger and Mr. Tang Sing Ming Sherman as independent non-executive Directors.
- AGM-5 -