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International Business Digital Technology Ltd. Proxy Solicitation & Information Statement 2025
50164_rns_2025-04-24_d7ca40f6-bac9-4129-9b5e-7cec76dbf0d6.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in International Business Digital Technology Limited, you should at once hand this circular together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effect 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.
INTERNATIONAL BUSINESS DIGITAL TECH
International Business Digital Technology Limited
國際商業數字技術有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1782)
PROPOSAL FOR
(1) GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
Capitalized 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 3 to 7 of this circular. A notice convening the Annual General Meeting to be held at 16/F, 18 King Wah Road, North Point, Hong Kong on Friday, 23 May 2025 at 11:00 a.m. or any adjourned meeting hereof to approve matters referred to in this circular is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.ibdtcbdc.com.
Whether or not that you are able or intend to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office 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 less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting hereof should you so wish.
25 April 2025
CONTENTS
Definitions 1
Letter from the Board
- Introduction 3
- General Mandate to Issue and Repurchase Shares 4
- Re-election of Retiring Directors 5
- Annual General Meeting and Proxy Arrangement 6
- Voting by Poll at General Meeting 6
- Closure of the Register of Members 7
- Responsibility Statement 7
- Recommendation 7
- General 7
Appendix I - Explanatory Statement on the Repurchase Mandate ... I-1
Appendix II - Details of the Retiring Directors Proposed to be re-elected at the Annual General Meeting II-1
Notice of Annual General Meeting AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following terms and expressions shall have the following meanings:
“Annual General Meeting” the Annual General Meeting of the Company to be held at 16/F., 18 King Wah Road, North Point, Hong Kong on Friday, 23 May 2025 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the Annual General Meeting as set out from pages AGM-1 to AGM-5 of this circular, or any adjournment thereof
“Articles of Association” the third amended and restated articles of association of the Company, as amended, supplemented and/or otherwise modified from time to time
“Audit Committee” the audit committee of the Company
“Board” the board of Directors
“Cayman Companies Law” the Companies Law (as revised) of the Cayman Islands, as amended, supplemented and/or otherwise modified from time to time
“close associate(s)” has the same meaning as defined in the Listing Rules
“Company” International Business Digital Technology Limited, an exempted company incorporated in the Cayman Islands with limited liability and the shares of which are listed and traded on the Main Board of the Stock Exchange (stock code: 1782)
“core connected person” has the same meaning as defined in the Listing Rules
“Director(s)” the director(s) of the Company
“Extension Mandate” the general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate
“Group” collectively, the Company and its subsidiaries from time to time
“HK$” Hong Kong dollars, the lawful currency in Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
- 1 -
DEFINITIONS
"Issue Mandate"
the general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise all the power to allot, issue and otherwise deal with Shares not exceeding 20% of the total number of the Shares in issue as at the date of the passing of the resolution granting such mandate (such mandate to be extended to Shares with the number of any Shares repurchased by the Company pursuant to the Repurchase Mandate)
"Latest Practicable Date"
16 April 2025, being the latest practicable date prior to printing of this circular for ascertaining certain information included in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Main Board"
the main board of the Stock Exchange
"Nomination Committee"
the nomination committee of the Company
"Remuneration Committee"
the remuneration committee of the Company
"Repurchase Mandate"
the general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares on the Stock Exchange with the total number of Shares up to 10% of the total number of the Shares in issue as at the date of the passing of the resolution granting such mandate
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended, supplemented and/or otherwise modified from time to time
"Share(s)"
the share(s) of HK$0.01 each in the share capital of the Company
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Code on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission, as amended, supplemented and/or otherwise modified from time to time
"%"
per cent.
- 2 -
LETTER FROM THE BOARD
INTERNATIONAL BUSINESS DIGITAL TECH
International Business Digital Technology Limited
國際商業數字技術有限公司
(the "Company")
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1782)
Executive Director:
Mr. Shi Zhimin (Chief Executive Officer and Chairman)
Non-executive Director:
Mr. Guan Haiqing
Independent non-executive Directors:
Mr. Yeung Man Simon
Mr. Hu Jianjun
Ms. Ru Tingting
Registered Office:
Windward 3
Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Principal Place of Business in Hong Kong:
40th Floor
Dah Sing Financial Centre
248 Queen's Road East
Wanchai
Hong Kong
To the Shareholders,
Dear Sir or Madam,
PROPOSAL FOR
(1) GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the proposed matters which include, inter alia, (1) the grant of the Issue Mandate and the Repurchase Mandate; and (2) the re-election of retiring Directors, and to send you the notice of the Annual General Meeting.
LETTER FROM THE BOARD
2. GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES
Pursuant to the ordinary resolutions passed by the then Shareholders at the last annual general meeting of the Company held on 24 May 2024, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the total number of the Shares in issue as at the date of passing of the relevant ordinary resolution; (b) a general unconditional mandate to repurchase Shares with an aggregate nominal amount not exceeding 10% of the total number of the Shares as at the date of passing the relevant ordinary resolution; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate number of the Shares repurchased by the Company pursuant to the Repurchase Mandate mentioned in (b) above.
The above general mandates will expire at the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or
(iii) the passing of an ordinary resolution of Shareholders in a general meeting revoking, varying or renewing such mandate.
At the Annual General Meeting, the following resolutions, among other matters, will be proposed:
(a) to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the Shares up to a maximum of 20% of the total number of Shares in issue as at the date of passing of such resolution. As at the Latest Practicable Date, there were in issue an aggregate of 772,000,000 Shares. Assuming that no further Shares are issued or repurchased prior to the Annual General Meeting, no more than 154,400,000 Shares may be allotted and issued by the Company if the Issue Mandate is exercised in full;
(b) to grant the Repurchase Mandate to the Directors to enable them to repurchase the Shares on the Stock Exchange up to a maximum of 10% of the total number of the Shares as at the date of passing such resolution; and
(c) to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.
LETTER FROM THE BOARD
The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme and the share award scheme of the Company or any scrip dividend scheme as may be approved by the Shareholders.
In accordance with Rule 10.06(1)(b) of the Listing Rules, an explanatory statement containing information reasonably necessary for the Shareholders to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix I to this circular.
3. RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the Board comprises Mr. Shi Zhimin as executive Director; Mr. Guan Haiqing as non-executive Director and Mr. Yeung Man Simon, Mr. Hu Jianjun and Ms. Ru Tingting as independent non-executive Directors.
Pursuant to Article 108 of the Articles of Association, at every 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) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election. Mr. Shi Zhimin and Mr. Guan Haiqing shall retire from office by rotation at the Annual General Meeting, and being eligible, will offer himself for re-election.
In accordance with Article 112 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and shall be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting and shall then be eligible for re-election. As no Director was appointed after the last annual general meeting of the Company, no Director shall retire from office at the Annual General Meeting, and, being eligible, offer himself/herself for re-election at the forthcoming Annual General Meeting pursuant to Article 112 of the Articles of Association.
When identifying suitable candidates for directorship, the Nomination Committee carries out the selection process by making reference to the skills, experience, background, professional knowledge, personal integrity and time commitments of the proposed candidates, and also the Company's needs and other relevant statutory requirements and regulations required for the positions. All candidates must be able to meet the standards as set forth in Rules 3.08 and 3.09 of the Listing Rules. A candidate who is to be appointed as an independent non-executive Director should also meet the independence criteria set out in Rule 3.13 of the Listing Rules. Qualified candidates will then be recommended by the Nomination Committee to the Board for approval.
LETTER FROM THE BOARD
The Company has put in place a nomination policy which sets out, inter alia, the selection criteria and the evaluation procedures in nominating candidates to be appointed or re-appointed as Directors of the Company. The re-appointment of each of Mr. Shi Zhimin and Mr. Guan Haiqing was recommended by the Nomination Committee and the Board has accepted the recommendations following a review of their gender, age, background, contribution and service to the Company including their skills, professional knowledge, attendance of Board meetings and general meetings, the level of participation and performance on the Board.
Pursuant to Rule 13.74 of the Listing Rules, particulars of each of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.
4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
A notice of the Annual General Meeting is set out on pages AGM-1 to AGM-5 of this circular.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.ibdtcbdc.com. Whether or not you are able or intend to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar 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 less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting or any adjourned thereof should you so wish.
5. VOTING BY POLL AT GENERAL MEETING
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 of the meeting, in good faith and in compliance with the Listing Rules, decides to allow a resolution which relates purely a procedural or administrative matter to be voted on by a show of hands. Therefore, each resolution set out in the notice of the Annual General Meeting which is put to vote at the Annual General Meeting shall be decided by poll. The Company will appoint scrutineers to handle vote-taking procedures at the Annual General Meeting. The results of the poll will be published on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.ibdtcbdc.com as soon as possible after the conclusion of the Annual General Meeting.
- 6 -
LETTER FROM THE BOARD
6. CLOSURE OF THE REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the Annual General Meeting, the Register of Members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 19 May 2025.
7. 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 relating 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 or this circular misleading.
8. RECOMMENDATION
The Directors consider that (1) the proposed grant of the Issue Mandate and the Repurchase Mandate; and the extension of the Issue Mandate by the addition thereto of any Shares repurchased under the Repurchase Mandate; and (2) the proposed re-election of retiring Directors, in each case as described in this circular, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
9. GENERAL
Your attention is drawn to the information set out in the appendices to this circular.
Yours faithfully,
For and on behalf of the Board
International Business Digital Technology Limited
Shi Zhimin
Chairman, Chief Executive Officer and
executive Director
25 April 2025
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The Listing Rules permit companies with primary listing on the Stock Exchange to repurchase their fully paid-up Shares on the Stock Exchange subject to certain restrictions.
The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 772,000,000 Shares of HK$0.01 each.
Subject to the passing of the resolution set out in item 4(B) of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and assuming no Shares will be issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the Annual General Meeting, the Directors would be allowed under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, up to a maximum total of 77,200,000 Shares, representing 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the Annual General Meeting.
- REASONS FOR SHARE REPURCHASE
The Directors believe that the granting of the Repurchase Mandate is in the best interest of the Company and the Shareholders as a whole. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and the Shareholders.
- FUNDING OF REPURCHASE
In repurchasing Shares of the Company, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules.
If the Repurchase Mandate were to be exercised in full, there might be a material adverse effect on the working capital and/or the gearing position of the Group as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2024. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Group. In accordance with the laws of the Cayman Islands, the Shares so repurchased would be treated as cancelled but the aggregate amount of authorised share capital would not be reduced.
- I-1 -
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
4. SHARE PRICES
The highest and lowest prices per Share at which Shares were traded on the Stock Exchange in each of the twelve months immediately preceding (and including) the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 6.99 | 4.00 |
| May | 6.00 | 4.77 |
| June | 5.20 | 4.29 |
| July | 4.92 | 4.31 |
| August | 4.82 | 3.56 |
| September | 3.49 | 2.92 |
| October | 3.88 | 3.01 |
| November | 4.40 | 3.01 |
| December | 4.35 | 3.40 |
| 2025 | | |
| January | 4.37 | 3.89 |
| February | 4.37 | 3.90 |
| March | 6.80 | 3.95 |
| April (Up to the Latest Practicable Date) | 5.70 | 4.47 |
5. DIRECTORS DEALINGS AND CORE CONNECTED PERSON
None of the Directors, nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates currently intends to sell any Shares in the Company or its subsidiaries if the Repurchase Mandate is exercised.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares of the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.
6. DIRECTORS' UNDERTAKING
The Directors will, so far as the same may be applicable, exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands. The Company confirms that the explanatory statement set out in this Appendix I contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the Repurchase Mandate has unusual features.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
7. TAKEOVERS CODE CONSEQUENCES
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 purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a 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 Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Shareholders who were interested in 5% or more of the issued share capital of the Company, according to the register of interests required to be kept by the Company under section 336 of the SFO, were as follows:
| Name | Nature of interest | Total number of Shares held | Percentage of shareholding (before repurchase) | Percentage of Shareholding (after repurchase) |
|---|---|---|---|---|
| Mr. Du Li (“Mr. DU”) | Interest in controlled corporation | 479,110,000 | 62.06% | 68.96% |
| International Business Digital Technology Group Limited (formerly Phoenix Wealth Investment (Holdings) Limited) (“IBDT BVI”) | Interest in controlled corporation | 479,110,000 | 62.06% | 68.96% |
| International Business Digital Technology Group (Hong Kong) Limited (formerly Phoenix Wealth (Hong Kong) Asset Management Limited) (“IBDT HK”) | Interest in controlled corporation | 479,110,000 | 62.06% | 68.96% |
| International Business Digital Technology Group Limited (formerly Phoenix Wealth (Cayman) Asset Management Limited) (“IBDT Cayman”) | Beneficial owner | 479,110,000 | 62.06% | 68.96% |
Note:
1. Mr. Du holds the entire interest in IBDT BVI. IBDT HK is wholly-owned by IBDT BVI. IBDT Cayman is wholly-owned by IBDT HK. Under the SFO, Mr. Du, IBDT BVI and IBDT HK are deemed to be interested in the 479,110,000 Shares in which IBDT Cayman is interested.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
On the basis of the current shareholding of the Company, in the event that the Repurchase Mandate was exercised in full, the percentage shareholding of Mr. Du, IBDT BVI, IBDT HK and IBDT Cayman would increase from approximately 62.06% to approximately 68.96%. To the best of the knowledge and belief of the Directors, such increase would not result in Mr. Du, IBDT BVI, IBDT HK and IBDT Cayman to make a mandatory offer under Rule 26 of the Takeovers Code.
In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the shareholding percentage of Mr. Du, IBDT BVI, IBDT HK and IBDT Cayman would increase from approximately 62.06% to approximately 68.96%. The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
8. SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares has been made by the Company in the six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).
- I-4 -
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are the particulars of the Directors who will retire, and being eligible, offer themselves for re-election at the Annual General Meeting:
EXECUTIVE DIRECTOR
Mr. Shi Zhimin
Mr. Shi Zhimin (石志敏) (“Mr. Shi”), aged 43, is the Chairman (the “Chairman”), the Chief Executive Officer and an executive Director of the Company. Mr. Shi was appointed as Executive Director on 16 March 2022 and he is primarily responsible for the overall management and strategic development of the Group. He obtained a bachelor’s degree in business administration from China University of Geosciences in 2004 and has extensive management experience in listed companies. During the period from July 2009 to October 2015, Mr. Shi was the general manager of Shenzhen Ruice Technology Company Limited (深圳市瑞測科技有限公司), which engages in (i) technology development, sales and on-site maintenance of test instruments, meters, electronic equipment and mechanical equipment parts, chemical products (excluding dangerous goods), optoelectronic materials, insulation materials, rubber and plastic materials, heat shrinkable materials; (ii) information consulting; and (iii) import and export business. During the period from 6 April 2016 to 6 November 2017, Mr. Shi was the chairman of Guangdong Boxin Investment Holding Company Limited (廣東博信投資控股股份有限公司), a company whose shares are listed on the Shanghai Stock Exchange (600083.SH) and engages in the business of intelligent hardware and its derivative products, leasing and sales of heavy machinery and equipment, and commodity trading. Mr. Shi has been the general manager and legal representative of Shenzhen Qianhai Xuanzhuo Investment Management Company Limited (深圳前海恒卓投資管理有限公司) since November 2015. He has also been the executive affairs representative of Shenzhen Qianhai Xuanzhuo Investment Development Centre (Limited Partnership) * (深圳前海恒卓投資發展中心(有限合夥)) since November 2015. It is a company that engages in investment management, entrusted asset management (excluding trust, financial asset management, securities asset management and other restricted projects), equity investment, investment and running of corporate entities (subject to declaration of individual project), participating in setting up and providing management consultancy to venture capital enterprises, investment and corporate management consultancy services (excluding restricted business).
Mr. Shi is currently a director of Licorne Intelligent Technologies Co., Limited and Licorne Intelligent Technologies Holdings Limited, a legal representative and director in Licorne Intelligent (Shenzhen) Information Technologies Company Limited (百澤智慧(深圳)信息科技有限公司) and Licorne Shanghai (Shanghai) Technologies Company Limited (百澤尚慧(上海)科技有限公司)), all of which are indirect wholly-owned subsidiaries of the Company.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Shi has entered into a service contract with the Company for a fixed term of three years commencing from 16 March 2022 and shall continue thereafter until terminated by not less than three months' prior notice in writing served by either party on the other. Pursuant to the service agreement, Mr. Shi is entitled to receive an emolument of HK$60,000 per month. He is subject to retirement by rotation at the Annual General Meeting in accordance with the Articles of Association. His emolument was determined by the Board with reference to his experience, responsibilities and duties within the Company and shall be reviewed annually by the Remuneration Committee. Save as disclosed above, Mr. Shi is not entitled to any other emoluments. Save as disclosed above, as at the Latest Practicable Date, Mr. Shi (i) does not have, or is not deemed to have, any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO; (ii) does not have any relationship with any of the Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company; (iii) has not held any positions with the Company or other members of the Group; and (iv) has not held directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas or any other major appointment and professional qualification.
Save as disclosed above and as far as the Directors are currently aware, there is no any other matters relating to the re-election of Mr. Shi that needs to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to Rules13.51(2)(h) to 13.51(2)(w) of the Listing Rules.
- II-2 -
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
NON-EXECUTIVE DIRECTOR
Mr. Guan Haiqing
Mr. Guan Haiqing (管海卿) (“Mr. Guan”), aged 50, is a non-executive Director of the Company. Mr. Guan graduated from Shanghai Jiao Tong University (上海交通大學) with a bachelor’s degree in automation in July 1995. Mr. Guan has over 21 years of sales and marketing experience in high technology software solution enterprises. Mr. Guan joined our Group as the sales director in April 2015 and was appointed as our Director on 10 November 2015, redesignated as our executive Director on 28 July 2016; and appointed as the Chairman on 22 June 2020. Mr. Guan resigned as Chairman and redesignated from executive Director to non-executive Director on 1 June 2022. Prior to joining the Group, Mr. Guan has worked in the capacity of research and development engineer and a testing engineer in Shanghai Bell Alcatel Mobile Communication System Company Limited (上海貝爾阿爾卡特移動通信系統有限公司) from April 1996 to April 2000 and the sales manager of Agilent Technologies Group (安捷倫科技集團) from June 2000 to April 2010. Mr. Guan then worked in the sales department of JDSU Photoelectric Technology (Beijing) Co., Ltd (捷迪訊光電技術(北京)有限公司) from August 2010 to June 2013. From July 2013 to March 2015, Mr. Guan worked as a senior sales manager at JDSU Communication Technology (Shenzhen) Co., Ltd (Shanghai Branch) (捷迪訊通訊技術(深圳)有限公司(上海分公司)).
Mr. Guan has entered into a letter of appointment with the Company as a non-executive Director for a term of three years commencing from 1 June 2022 and shall continue thereafter until terminated by not less than two months’ prior notice in writing served by either party on the other and is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Articles of Association of the Company, the Listing Rules and other applicable laws. He is entitled to a Director’s emolument of HK$1,300,000 per annum, which was determined by the Remuneration Committee and approved by the Board with reference to his duties and responsibilities, experience, time commitment, performance of the Group as well as the remuneration benchmark in the industry and the prevailing market conditions, and shall be reviewed by the Remuneration Committee. Save as disclosed above, as at the Latest Practicable Date, Mr. Guan (i) does not have, or is not deemed to have, any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO; (ii) does not have any relationship with any of the Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company; (iii) has not held any positions with the Company or other members of the Group; and (iv) has not held directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas or any other major appointment and professional qualification.
Save as disclosed above and as far as the Directors are currently aware, there is no other matter in relation to the re-election of Mr. Guan that needs to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(w) of the Listing Rules.
NOTICE OF ANNUAL GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
INTERNATIONAL BUSINESS DIGITAL TECH
International Business Digital Technology Limited
國際商業數字技術有限公司
(the "Company")
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1782)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of International Business Digital Technology Limited (the "Company") will be held at 16/F., 18 King Wah Road, North Point, Hong Kong on Friday, 23 May 2025 at 11:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
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To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Director(s)") and auditors of the Company for the year ended 31 December 2024.
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(a) To re-elect Mr. Shi Zhimin as an executive Director.
(b) To re-elect Mr. Guan Haiqing as a non-executive Director.
(c) To authorize the board of directors of the Company (the "Board") to fix the respective remuneration of the Directors.
- To re-appoint Ernst & Young as the Company's independent auditors and to authorize the Board to fix their remuneration.
NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions of the Shareholders:
(A) “THAT:
(a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) to allot, issue and deal with additional shares of HK$0.01 each in the capital of the Company (the “Share(s)”) and to make or grant offers, agreements and options which might require the exercise of such powers;
(b) the mandate in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Right Issue (as defined below);
(ii) any scrip dividend schemes or similar arrangements providing for the allotment of Shares in lieu of the whole or in part of any dividend in accordance with the articles of association of the Company; and
(iii) the exercise of any options under any share option schemes of the Company from time to time adopted by the Company in accordance with the applicable rules of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) for the grant or issue of Shares or rights to acquire Shares,
shall not exceed 20% of the aggregate total number of Shares of the Company in issue on the date of passing of this resolution; 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;
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NOTICE OF ANNUAL GENERAL MEETING
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the Shareholders of the Company revoking or varying the authority given to the Directors.
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange outside Hong Kong).
(B) "THAT:
(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") or any other stock exchange on which the securities of the Company may be listed as amended from time to time;
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of this resolution; and
(c) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
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NOTICE OF ANNUAL GENERAL MEETING
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by a resolution of the shareholders of the Company in general meeting."
(C) “THAT subject to the passing of the resolutions set out in items 4(A) and 4(B) in this notice convening the Annual General Meeting (the “Notice”), the general mandate referred to in the resolution set out in item 4(A) of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the amount representing the aggregate number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4(B) of the Notice, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing of this resolution.”
By Order of the Board
International Business Digital Technology Limited
Shi Zhimin
Chairman, Chief Executive Officer and
executive Director
Hong Kong, 25 April 2025
Registered office:
Windward 3
Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Principal place of business
in Hong Kong:
40th Floor
Dah Sing Financial Centre
248 Queen’s Road East
Wanchai
Hong Kong
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
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All resolutions at the Annual General Meeting will be taken by poll (except where the chairman decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.ibdtcbdc.com in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the shareholder to speak at the meeting. A proxy need not be a shareholder of the Company. A shareholder of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.
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A form of proxy for use at the Annual General Meeting is enclosed with the circular of the Company dated 25 April 2025. 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 Company's branch share registrar and transfer office 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 less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof.
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Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Annual General Meeting or any adjournment thereof should they so wish, 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 Shares, any one of such joint holder may vote, either in person or by proxy, in respect of such Shares as if he were solely entitled to vote, but if more than one of such joint holders are present at the Annual General Meeting, the most senior holder shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names of the joint holders stand on the register of members of the Company in respect of the joint holding.
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For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025, both dates inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company will ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 pm on Monday, 19 May 2025.
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If typhoon signal no. 8 or above, or "extreme conditions" caused by super typhoons, or a "black" rainstorm warning is hoisted or remains hoisted at 8:00 am on the date of the Annual General Meeting, the meeting will be postponed. The Company will post an announcement on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.ibdtcbdc.com to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
As at the date of this notice, the Board comprises Mr. Shi Zhimin as executive Director; Mr. Guan Haiqing as non-executive Director and Mr. Yeung Man Simon, Mr. Hu Jianjun and Ms. Ru Tingting as independent non-executive Directors.
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