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IDT International 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 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 ASIA COMMERCIAL HOLDINGS LIMITED, you should at once hand this circular and the accompanying proxy form 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.
ASIA COMMERCIAL HOLDINGS LIMITED
冠亞商業集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 104)
PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Asia Commercial Holdings Limited to be held at Qin & Han Rooms, Dynasty Club, 7th Floor, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 27 August 2025 at 10:00 a.m. is set out at the end of this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time for holding the annual general meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting at the annual general meeting if you so desire.
For identification purpose only
Hong Kong, 25 July 2025
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
- Introduction 3
- General mandate to issue new shares 4
- General mandate to repurchase shares 4
- Re-election of retiring directors 4
- Annual General Meeting 5
- Voting by way of poll 5
- Recommendation 6
APPENDIX I - EXPLANATORY STATEMENT 7
APPENDIX II - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED 10
NOTICE OF ANNUAL GENERAL MEETING 14
DEFINITIONS
In this circular, the following expressions have the following meanings, unless the context requires otherwise:
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held on Wednesday, 27 August 2025 and any adjournment thereof, notice of which is set out at the end of this circular
"Board"
the board of Directors
"Company"
Asia Commercial Holdings Limited, an exempted company duly incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange
"Directors"
the directors of the Company
"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
"Issue Mandate"
a general and unconditional mandate to be granted to the Directors to allot, issue and otherwise deal with new Shares and other securities not exceeding 20% of the total number of Shares in issue (excluding treasury Shares) as at the date of passing of the relevant resolution
"Latest Practicable Date"
18 July 2025, being the latest practicable date for ascertaining certain information for inclusion in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Repurchase Mandate"
a general mandate to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the total number of Shares in issue (excluding treasury Shares) as at the date of the passing of the Repurchase Resolution
"Repurchase Resolution"
the proposed ordinary resolution as referred to in resolution no. 5(A) of the notice of Annual General Meeting to approve the Repurchase Mandate
"SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of HK$0.20 each in the share capital of the Company
2
DEFINITIONS
"Shareholder(s)"
holder(s) of the Share(s)
"Share Repurchase Rules"
the relevant rules set out in the Listing Rules to regulate the repurchase of securities by companies with primary listing on the Stock Exchange
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers
"treasury Shares"
has the meaning as ascribed to it under the Listing Rules effective on 11 June 2024 and as amended from time to time
LETTER FROM THE BOARD
ASIA COMMERCIAL HOLDINGS LIMITED
冠亞商業集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 104)
Directors:
Executive Directors:
Ms. Lam Kim Phung (Chairman)
Ms. Eav Guech Rosanna
Mr. Eav Feng Ming, Jonathan
Registered Office:
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
Independent non-executive Directors:
Mr. Lai Si Ming
Mr. Lee Tat Cheung, Vincent
Mr. Kee Wah Sze
Head Office and Principal Place of Business:
Room 3901, 39th Floor
The Hopewell Centre
183 Queen's Road East, Wanchai
Hong Kong
Hong Kong, 25 July 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS INVOLVING
GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
At the Annual General Meeting, in addition to the ordinary business to be transacted at such meeting, the Shareholders will also be asked to pass resolutions to approve (i) renewal of the general mandates to issue new Shares and repurchase Shares; and (ii) re-election of the retiring Directors.
The main purpose of this circular is to provide you with further particulars of the above proposals and to give you notice of Annual General Meeting at the end of this circular.
For identification purpose only
LETTER FROM THE BOARD
2. GENERAL MANDATE TO ISSUE NEW SHARES
The current general mandate granted to the Directors to issue new Shares will expire at the Annual General Meeting. It will be proposed at the Annual General Meeting two ordinary resolutions respectively to renew the Issue Mandate by:
(i) grant of a general mandate to allot, issue and deal with new Shares and other securities not exceeding 20% of the total number of Shares in issue (excluding treasury Shares) as at the date of passing the relevant resolution (i.e. not exceeding 149,424,644 Shares based on the 747,123,220 issued Shares as at the Latest Practicable Date and assuming that such issued Shares remain the same as at the date of passing the resolution); and
(ii) extension of such general mandate so granted to the Directors by adding to it any Shares and other securities representing the total number of Shares repurchased by the Company under the Repurchase Mandate, up to 10% of the total number of Shares in issue (excluding treasury Shares) as at the date of the Repurchase Resolution.
3. GENERAL MANDATE TO REPURCHASE SHARES
The current general mandate granted to the Directors to repurchase Shares will also expire at the Annual General Meeting. An ordinary resolution will be proposed to renew the general mandate granting authorities to the Directors, in the terms set out in the notice of Annual General Meeting, to repurchase the Company's own Shares up to a limit of 10% of the total number of Shares in issue (excluding treasury Shares) at the date of passing the resolution.
The Repurchase Mandate, if granted, will be effective for the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law and the date upon which such authority is revoked or varied.
The Repurchase Mandate will allow the Company to repurchase its own Shares, inter alia, on-market in accordance with the Listing Rules.
4. RE-ELECTION OF RETIRING DIRECTORS
The Board currently consists of six Directors, namely Ms. Lam Kim Phung, Ms. Eav Guech Rosanna, Mr. Eav Feng Ming, Jonathan, Mr. Lai Si Ming, Mr. Lee Tat Cheung, Vincent and Mr. Kee Wah Sze.
Pursuant to Bye-law 99 of the Bye-Laws of the Company, Mr. Lai Si Ming and Mr. Kee Wah Sze shall retire by rotation from office at the Annual General Meeting and shall be eligible and offer themselves for re-election.
Ms. Lam Kim Phung will voluntarily retire from her directorship at the Annual General Meeting and shall be eligible and offer herself for re-election.
LETTER FROM THE BOARD
Mr. Lai Si Ming has served as an Independent non-executive Director for more than 9 years and his re-election will be subject to separate resolution to be approved by the Shareholders. As the Independent non-executive Director with in-depth understanding of the Company's operations and business, Mr. Lai has expressed objective views and given independent guidance to the Company over the years, and he continues to demonstrate a firm commitment to his role. The Board considers that the long service of Mr. Lai would not affect his exercise of independent judgment and is satisfied that Mr. Lai has the required character, integrity and experience to continue fulfilling the role of Independent non-executive Director. The Board considers the re-election of Mr. Lai as the Independent non-executive Director is in the best interest of the Company and the Shareholders as a whole.
The nomination committee of the Company had assessed and reviewed the annual written confirmation of independence of each of the Independent non-executive Directors for the year ended 31 March 2025 based on the independence criteria as set out in Rule 3.13 of the Listing Rules. The nomination committee of the Company had considered and nominated the above retiring Directors to the Board for it to propose to the Shareholders for re-election at the Annual General Meeting.
Having regard to the Board's diversity policy and the nomination policy adopted by the Company, the nomination committee recommended re-election of the aforesaid retiring Directors to the Board. Accordingly, the Board has proposed that each of the above retiring Directors, namely Ms. Lam Kim Phung, Mr. Lai Si Ming and Mr. Kee Wah Sze stands for re-election as Director by way of separate resolutions at the Annual General Meeting.
Details of these Directors offering themselves for re-election at the Annual General Meeting are set out in Appendix II to this circular.
5. ANNUAL GENERAL MEETING
Notice of Annual General Meeting is set out at the end of this circular. A proxy form for use at the Annual General Meeting is enclosed herein.
Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjournment thereof. Completion and return of a proxy form will not preclude you from attending and voting at the Annual General Meeting and at any adjournment thereof if you so wish.
6. VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the 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. The Company will announce the results of the poll in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules.
LETTER FROM THE BOARD
7. RECOMMENDATION
The Board believes that all the above-mentioned resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends all Shareholders should vote in favour of the resolutions to be proposed at the Annual General Meeting.
By Order of the Board
Asia Commercial Holdings Limited
Cheng Ka Chung
Company Secretary
6
APPENDIX I
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide the requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the total number of Shares in issue as at the date of passing the Repurchase Resolution.
1. THE LISTING RULES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange or on another stock exchange on which the shares of the companies may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange subject to certain restrictions.
The Listing Rules provide that all on-market repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of general mandate to the directors of the company to make such repurchases or by way of specific approval of a particular transaction.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 747,123,220 Shares.
Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Resolution to repurchase, a maximum of 74,712,322 Shares representing 10% of the total number of Shares in issue (excluding treasury Shares) as at the Latest Practicable Date.
3. REASONS FOR REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.
As at the Latest Practicable Date, the Company had no Shares repurchased and no treasury Shares. If on the exercise the power to repurchase Shares pursuant to the Repurchase Mandate, the Company will cancel the repurchased Shares following settlement of such repurchase and will not hold the same as treasury Shares.
4. FUNDING OF REPURCHASE
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Bye-Laws of the Company, the Listing Rules and the applicable laws of Bermuda which provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the profits that would otherwise be available for dividend or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the profits that would otherwise be available for dividend or out of the share premium or contributed surplus accounts of the Company.
APPENDIX I
EXPLANATORY STATEMENT
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 audited financial accounts contained in the annual report for the year ended 31 March 2025 in the event that the power to repurchase Shares pursuant to the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such extent that would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date are as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| July | 0.230 | 0.205 |
| August | 0.228 | 0.177 |
| September | 0.195 | 0.179 |
| October | 0.206 | 0.186 |
| November | 0.228 | 0.194 |
| December | 0.238 | 0.211 |
| 2025 | | |
| January | 0.243 | 0.221 |
| February | 0.275 | 0.223 |
| March | 0.250 | 0.228 |
| April | 0.230 | 0.200 |
| May | 0.248 | 0.220 |
| June | 0.255 | 0.215 |
| July (up to and including the Latest Practicable Date) | 0.260 | 0.245 |
6. GENERAL
The Directors will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Bye-Laws of the Company and the applicable laws of Bermuda.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.
APPENDIX I
EXPLANATORY STATEMENT
No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
The Directors have confirmed that the explanatory statement set out in this circular relating to the Repurchase Mandate contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the proposed repurchase of Shares has unusual features.
7. 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 Rule 32 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.
As at the Latest Practicable Date, according to the register of substantial Shareholders maintained under section 336 of the SFO, Ms. Lam Kim Phung ("Ms. Lam") was interested in an aggregate 446,949,400 Shares, representing approximately 59.82% of the issued Shares. Such 446,949,400 Shares comprise 43,072,400 Shares held by Ms. Lam, 51,133,864 Shares held by Goodideal Industrial Limited, a company which is 87% owned by Ms. Lam, 291,210,668 Shares held by Century Hero International Limited, a company which is 100% owned by Ms. Lam, 1,423,268 Shares held by Goodness Management Limited, a company which is 100% owned by Ms. Lam, 932,400 Shares held by Debonair Company Limited, a company which is 100% owned by Ms. Lam and 59,176,800 Shares held by Ms. Lam, being the administrator of the estate of Mr. Eav Yin, spouse of Ms. Lam. Based on such interest and in the event that the Directors exercised in full the power to repurchase Shares under the Repurchase Mandate, the interest of Ms. Lam Kim Phung in the Company would be increased to approximately 66.47% of the total issued Shares of the Company. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate.
In addition, two other Directors, were interested in a total of 2,794,872 Shares, representing approximately 0.37% of the issued share capital of the Company. Based on such interest and in the event that the Directors exercised in full the power to repurchase Shares under the Repurchase Mandate, the interests of two Directors in the Company would be increased to approximately 0.42% of the issued share capital of the Company.
In the event that the Repurchase Mandate is exercised in full, the number of Shares held by the Shareholders (other than Ms. Lam Kim Phung together with the estate of Mr. Eav Yin and two other Directors) would fall to 33.11% which is above the public float of 25% as prescribed in the Listing Rules.
8. SHARE REPURCHASE MADE BY THE COMPANY
The Company had not purchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Details of the Directors who will retire and, being eligible, offer themselves for re-election at the Annual General Meeting are set out below:
- Ms. Lam Kim Phung ("Ms. Lam") aged 82, is the wife of Mr. Eav Yin who was the former chairman of the Board, an Executive Director, the former chairman of the Nomination Committee and a member of the Remuneration Committee of the Company before he passed away in September 2020. She was appointed as a non-executive Director, the Chairman of the Board and the chairman of the Nomination Committee of the Company on 30 June 2022 and re-designated from a non-executive Director to an Executive Director on 24 March 2023. Ms. Lam is a Cambodian Chinese and has extensive experience in watch retailing in Cambodia, Hong Kong and mainland China. She was appointed as an Executive Director of the Company in June 1989, overseeing the purchasing function of the Group before she resigned to pursue her own career in August 1996.
Ms. Lam is the mother of Ms. Eav Guech Rosanna and Mr. Eav Feng Ming, Jonathan, both of whom are Executive Directors of the Company.
Save as disclosed above, Ms. Lam did not hold any other position with the Company or any of its subsidiaries and did not hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years before the date of this document and does not possess any other major professional qualifications and she does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.
There is no service contract signed between Ms. Lam and the Company. Under the letter of appointment made with the Company, Ms. Lam will be entitled to a director's fee of HK$238,000 per annum. Ms. Lam's appointment would be for a term of three years commencing on 24 March 2023. As the Chairman of the Company, she shall not be subject to retirement by rotation at each annual general meeting in accordance with the Bye-Laws of the Company. The remuneration package of Ms. Lam was determined with reference to her duties and responsibilities with the Company and the prevailing market rates of other executive directors of other issuers whose principal business activities and scale of business operations are comparable to those of the Group and is in line with the remuneration package of other Executive Directors of the Company. For the year ended 31 March 2025, total emoluments paid to Ms. Lam amounted to HK$2,405,500.
As at the Latest Practicable Date, Ms. Lam holds 446,949,400 ordinary shares of the Company within the meaning of Part XV of the SFO.
Ms. Lam has confirmed that there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 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.
Save as disclosed above, the Board is not aware of any other matter in relation to Ms. Lam's re-election that needs to be brought to the attention of the Shareholders and any other information to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
- Mr. Lai Si Ming (“Mr. Lai”), aged 67, is a fellow member of the Hong Kong Institute of Surveyors and associate member of the Royal Institution of Chartered Surveyors. He was appointed as an Independent non-executive Director of the Company on 8 August 1998. He is also the chairman of the audit committee and a member of the nomination committee and remuneration committee of the Company. Mr. Lai was elected as the Vice Chairman, General Practice Division of the Hong Kong Institute of Surveyors during the years from 2001 to 2003. Mr. Lai has been practicing as a professional surveyor since 1983 and has considerable experience in the property field. Mr. Lai was an independent non-executive director of Glory Health Industry Limited (Stock Code: 2329), the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited, from July 2013 to August 2023. Mr. Lai holds a Master Degree of Business Administration from Chinese University of Hong Kong.
Save as disclosed above, Mr. Lai did not hold any other position with the Company or any of its subsidiaries and did not hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years before the date of this document and does not possess any other major professional qualifications and he does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders.
There is no service contract entered into between Mr. Lai and the Company. Mr. Lai has no specific term of service with the Company but is subject to retirement by rotation at least once every three years and re-election at annual general meeting in accordance with the Company's Bye-Laws. Mr. Lai's remuneration package is determined by the Board with reference to the knowledge and experience of Mr. Lai and the current remuneration packages of the other Independent non-executive Directors. For the year ended 31 March 2025, total emoluments paid to Mr. Lai amounted to HK$238,000.
As at the Latest Practicable Date, Mr. Lai does not have any interest in the Shares within the meaning of Part XV of the SFO.
Mr. Lai has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 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.
The Board is also not aware of any circumstance that might influence Mr. Lai in exercising independent judgment, and is satisfied that he has the required character, integrity, independence and experience to fulfill the role of an Independent non-executive Director and he will be able to maintain an independent view of the Group's affairs. The Board considers him to be independent. The Board is of the view that Mr. Lai is beneficial to the Board with diversity of his comprehensive business experience that contributes to invaluable expertise, continuity and stability to the Board and the Company has benefited greatly from his contribution and valuable insights derived from his in-depth knowledge of the Company. The Board believes that he will continue to contribute effectively to the Board.
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Save as disclosed above, the Board is not aware of any other matter in relation to Mr. Lai’s re-election that needs to be brought to the attention of the Shareholders and any other information to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.
- Mr. Kee Wah Sze (“Mr. Kee”), aged 77, is a partner of Messrs. Michael Cheuk, Wong & Kee and is a practicing solicitor in Hong Kong for over 40 years specialized in both commercial and conveyancing fields. He was appointed as an independent non-executive Director of the Company on 10 August 2020. He is also a member of the audit committee, nomination committee and remuneration committee of the Company. He is a Notary Public of Hong Kong, a China Appointed Attesting Officer and holder of Master Degree in Chinese and Comparative Law of City University of Hong Kong and Master Degree in Law of the People’s University of the PRC. He was an independent non-executive director of Shougang Fushan Resources Group Limited (Stock Code: 639), the shares of which are listed on the Main Board of the Stock Exchange, from April 1997 to June 2021.
Save as disclosed above, Mr. Kee did not hold any other position with the Company or any of its subsidiaries and did not hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years before the date of this document and Mr. Kee does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders.
There is no service contract signed between the Company and Mr. Kee but there was a letter of appointment made between the Company and Mr. Kee and Mr. Kee would be entitled to a director’s fee of HK$238,000 per annum for his service. Mr. Kee’s appointment would be for a term of three years commencing on 10 August 2023 and he is subject to retirement by rotation at least once every three years and re-election at annual general meeting in accordance with the Company’s Bye-Laws. Mr. Kee’s remuneration package is determined by the Board with reference to the knowledge and experience of Mr. Kee and the current remuneration packages of the other independent non-executive Directors. For the year ended 31 March 2025, total emoluments paid to Mr. Kee amounted to HK$238,000.
As at the Latest Practicable Date, Mr. Kee does not have any interest in the Shares within the meaning of Part XV of the SFO.
Mr. Kee has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 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.
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
The Board is also not aware of any circumstance that might influence Mr. Kee in exercising independent judgment, and is satisfied that he has the required character, integrity, independence and experience to fulfill the role of an independent non-executive Director and he will be able to maintain an independent view of the Group’s affairs. The Board considers him to be independent. The Board is of the view that Mr. Kee is beneficial to the Board with diversity of his professional legal experience that contributes to invaluable expertise, continuity and stability to the Board and the Company has benefited greatly from his contribution and valuable insights derived from his in-depth knowledge of the Company. The Board believes that he will continue to contribute effectively to the Board.
Save as disclosed above, the Board is not aware of any other matter in relation to Mr. Kee’s re-election that needs to be brought to the attention of the Shareholders and any other information to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.
13
NOTICE OF ANNUAL GENERAL MEETING
ASIA COMMERCIAL HOLDINGS LIMITED
冠亞商業集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 104)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Asia Commercial Holdings Limited (the "Company") will be held at Qin & Han Rooms, Dynasty Club, 7th Floor, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 27 August 2025 at 10:00 a.m. for the following purposes:
As Ordinary Business
- To receive and consider the audited financial statements, the Directors' report and the independent Auditor's report for the year ended 31 March 2025.
- To declare a final dividend of HK$0.02677 per share for the year ended 31 March 2025.
- (a) To re-elect Ms. Lam Kim Phung as an executive director.
(b) To re-elect Mr. Lai Si Ming as an independent non-executive director.
(c) To re-elect Mr. Kee Wah Sze as an independent non-executive director.
(d) To authorise the Board to fix the Directors' remuneration for the year ending 31 March 2026. - To re-appoint Auditor and authorise the Board to fix the Auditor's remuneration.
As Special Business
- To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:
(A) "THAT:
(i) subject to paragraph (ii) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by
For identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(ii) the aggregate number of shares of the Company which the Directors of the Company are authorised to repurchase pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury Shares) as at the date of passing this Resolution (such total number to be 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
(iii) for the purposes of this Resolution,
“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Bye-Laws of the Company to be held; and
- the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
(B) “THAT:
(i) subject to paragraph (iii) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); (b) an issue of shares as scrip dividend pursuant to the Bye-Laws of the Company from time to time; (c) an issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any securities which are convertible into shares of the Company; or (d) an issue of shares of the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire 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 this Resolution (such total number to be 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
(iv) for the purposes of this Resolution,
“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Bye-Laws of the Company to be held; and
(c) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
“Rights Issue” means an offer of shares of the Company open for a period fixed by the Directors of the Company to the holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
NOTICE OF ANNUAL GENERAL MEETING
(C) “THAT subject to the passing of the Resolutions 5(A) and 5(B) set out in the notice convening the Annual General Meeting of the Company of which this resolution forms part (“Notice”), the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares pursuant to Resolution 5(B) set out in the Notice be and is hereby extended by the addition thereto of a number representing the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to the Resolution 5(A) set out in the Notice (such total number to be 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).”
By Order of the Board
Asia Commercial Holdings Limited
Cheng Ka Chung
Company Secretary
Hong Kong, 25 July 2025
Registered Office:
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
Head Office and Principal
Place of Business:
Room 3901, 39th Floor
The Hopewell Centre
183 Queen’s Road East, Wanchai
Hong Kong
Notes:
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The Annual General Meeting will be held as a physical meeting. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. 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.
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To be effective, a proxy form together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Delivery of the proxy form shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holdings.
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With regard to item no. 3 in this notice, the Board of Directors of the Company proposes that the retiring Directors, namely Ms. Lam Kim Phung, Mr. Lai Si Ming and Mr. Kee Wah Sze be re-elected as Directors of the Company. Details of such retiring Directors are set out in the circular to shareholders dated the same date of this notice.
NOTICE OF ANNUAL GENERAL MEETING
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For determining the entitlement to attend and vote at the Annual General Meeting, the register of members will be closed from Friday, 22 August 2025 to Wednesday, 27 August 2025, both days inclusive and the record date will be Friday, 22 August 2025. In order to be eligible to attend and vote at the Annual General Meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 21 August 2025.
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To ascertain shareholders' entitlements to the final dividend, the register of members of the Company will be closed from Wednesday, 3 September 2025 to Friday, 5 September 2025, both days inclusive and the record date will be Friday, 5 September 2025. In order to qualify for the final dividend, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 2 September 2025.
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Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, 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.
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As at the date of this notice, the Board comprises Ms. Lam Kim Phung, Ms. Eav Guech Rosanna and Mr. Eav Feng Ming, Jonathan as executive directors and Mr. Lai Si Ming, Mr. Lee Tat Cheung, Vincent and Mr. Kee Wah Sze as independent non-executive directors.
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If Tropical Cyclone Warning Signal No. 8 or above, black rainstorm warning or extreme conditions caused by super typhoons is in effect in Hong Kong after 8:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the website of the Company at www.asiacommercialholdings.com and on the website of the HKEXnews at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.
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