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Kaisa Group Holdings Ltd. Proxy Solicitation & Information Statement 2025
50058_rns_2025-05-13_9381ff48-250b-4a6d-af3a-313666aef514.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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Kaisa Group Holdings Ltd. 佳兆業集團控股有限公司*, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer 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.
KAISA GROUP HOLDINGS LTD.
佳兆業集團控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1638)
PROPOSALS FOR RE-ELECTION OF DIRECTORS GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING
A notice of the Annual General Meeting to be held at Conference Room A, Office 1101-1102, 11/F, Euro Trade Centre, Nos 13-14 Connaught Road Central, Central, Hong Kong on Wednesday, 25 June 2025 at 11:00 a.m. is set out on pages 17 to 20 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular.
Whether you are able to attend and vote at the Annual General Meeting in person or not, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return the completed form of proxy to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, and in any event no later than 48 hours before the time appointed for holding the Annual General Meeting or adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting (as the case may be) thereof should you so wish. No food and beverage service and no distribution of gifts at the AGM.
- For identification purpose only
13 May 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I — RE-ELECTION OF DIRECTORS ... 7
APPENDIX II — EXPLANATORY STATEMENT ON
THE BUY-BACK MANDATE ... 14
NOTICE OF ANNUAL GENERAL MEETING ... 17
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at Conference Room A, Office 1101-1102, 11/F, Euro Trade Centre, Nos 13-14 Connaught Road Central, Central, Hong Kong on Wednesday, 25 June 2025 at 11:00 a.m., or any adjournment thereof;
"Articles"
the articles of association of the Company as amended from time to time;
"Audit Committee"
the audit committee of the Company;
"Board"
the board of Directors;
"Buy-back Mandate"
a general mandate proposed to be granted to the Directors to buy back Shares (excluding treasury shares) not exceeding 10% of the number of the issued Shares as at the date of passing of the resolution in relation thereto;
"close associate(s)"
has the same meaning ascribed to it under the Listing Rules;
"Companies Law"
the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (as amended, supplemented or otherwise modified from time to time);
"Company"
Kaisa Group Holdings Ltd. (佳兆業集團控股有限公司*), an exempted company incorporated in the Cayman Islands with limited liability, and the Shares of which are listed on the main board of the Stock Exchange;
"core connected person(s)"
has the same meaning ascribed to it under the Listing Rules;
"Directors"
the directors of the Company;
"Group"
the Company and its subsidiaries;
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong;
-
For identification purpose only
-
1 -
DEFINITIONS
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China;
"Issue Mandate"
the general mandate to allot and issue new Shares and/or to resell treasury shares (subject to compliance with the Listing Rules) not exceeding 20% of the number of the issued Shares (excluding treasury shares) as at the date of passing of the resolution in relation thereto;
"Latest Practicable Date"
6 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time;
"Memorandum"
the memorandum of association of the Company as amended from time to time;
"Nomination Committee"
the nomination committee of the Company;
"PRC"
The People's Republic of China, except where the context otherwise requires and only for the purpose of this circular, excluding Hong Kong, the Special Administrative Region of Macau and Taiwan;
"Remuneration Committee"
the remuneration committee of the Company;
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time;
"Share Premium Account"
the share premium account of the Company;
"Share(s)"
the ordinary share(s) with a par value of HK$0.1 each in the share capital of the Company;
"Shareholder(s)"
the holder(s) of the Share(s);
"Stock Exchange"
The Stock Exchange of Hong Kong Limited;
"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers;
"treasury shares"
has the meaning ascribed to it under the Listing Rules; and
"%"
per cent.
- 2 -
LETTER FROM THE BOARD
KAISA GROUP HOLDINGS LTD.
佳兆業集團控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1638)
Executive Directors:
Mr. Kwok Ying Shing (Chairman)
Mr. Mai Fan (Vice Chairman)
Mr. Kwok Hiu Kwan
Mr. Li Haiming
Ms. Luo Tingting
Mr. Song Wei
Mr. Liu Lihao
Independent non-executive Directors:
Mr. Rao Yong
Mr. Zhang Yizhao
Mr. Liu Xuesheng
Mr. Li Dapeng
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principal place of business
in Hong Kong:
30/F, The Center
99 Queen's Road Central
Central
Hong Kong
13 May 2025
To the Shareholders
Dear Sir/Madam,
PROPOSALS FOR RE-ELECTION OF DIRECTORS
GENERAL MANDATES TO ISSUE AND BUY BACK SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to (i) the re-election of the retiring Directors; (ii) the granting to the Directors the Buy-back Mandate; (iii) the granting to the Directors the Issue Mandate; and (iv) the extension of the Issue Mandate to include Shares bought back pursuant to the Buy-back Mandate.
- For identification purpose only
LETTER FROM THE BOARD
GENERAL MANDATE TO BUY BACK SHARES
At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to grant to the Directors a general mandate to exercise all powers of the Company to buy back issued Shares not exceeding 10% of the number of the issued Shares (excluding treasury shares) as at the date of passing of the resolution subject to the Listing Rules. The Buy-back Mandate will end on the earlier of (a) conclusion of the next annual general meeting of the Company; (b) expiration of the period within which the next annual general meeting of the Company is required to be held by law or the Articles; and (c) the date upon which such authority is revoked or varied by an ordinary resolution by the Shareholders in a general meeting.
An explanatory statement is set out in Appendix II to this circular to provide the Shareholders with information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Buy-Back Mandate.
GENERAL MANDATE TO ISSUE SHARES
At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to grant to the Directors a general mandate to allot and issue new Shares and/or to resell treasury shares of the Company (subject to compliance with the Listing Rules) of not exceeding 20% of the number of the issued Shares (excluding treasury shares) as at the date of passing of the resolution in relation thereto.
Subject to the passing of the ordinary resolution granting the Issue Mandate and on the basis of 7,015,468,487 Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued or bought back prior to the Annual General Meeting and the Company does not have any treasury shares, the Company would be allowed under the Issue Mandate to issue 1,403,093,697 Shares, being 20% of the number of the issued Shares as at the date of passing of the resolution to approve the Issue Mandate. The Issue Mandate will end on the earlier of (a) conclusion of the next annual general meeting of the Company; (b) expiration of the period within which the next annual general meeting of the Company is required to be held by law or the Articles; and (c) the date upon which such authority is revoked or varied by an ordinary resolution by the Shareholders in a general meeting.
Subject to the passing of the ordinary resolutions in relation to the Buy-back Mandate and the Issue Mandate, an ordinary resolution will also be proposed to authorise the Directors to extend the Issue Mandate by the number of Shares bought back by the Company pursuant to the Buy-back Mandate.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
In accordance with Article 83(3) of the Articles, a Director appointed either to fill a casual vacancy on the Board or as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election. As such, Ms. LUO Tingting, Mr. SONG Wei, Mr. LIU Lihao, and Mr. LI Dapeng shall retire at the Annual General Meeting and being eligible, shall offer himself/herself for re-election.
According to Article 84(1) of the Articles, each of Mr. LI Haiming, Mr. KWOK Hiu Kwan, and Mr. LIU Xuesheng, shall retire from the office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election at the Annual General Meeting.
At the Annual General Meeting, ordinary resolutions will be proposed to re-elect Mr. LI Haiming, Mr. KWOK Hiu Kwan, Ms. LUO Tingting, Mr. SONG Wei and Mr. LIU Lihao as executive Directors, and Mr. LIU Xuesheng and Mr. LI Dapeng as independent non-executive Directors.
Code provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules provides that if an independent non-executive director serves on the board of directors of the company for more than nine years, his/her further appointment should be subject to a separate resolution to be approved by shareholders.
In considering Mr. LIU Xuesheng proposed re-election as an independent non-executive Director, the nomination committee of the Company has taken into account of a wide range of diversity perspectives as set out in the board diversity policy of the company including but not limited to skills, experience, background and time commitment and track record of Mr. LIU Xuesheng in providing valuable, independent and objective view to the Board on matters relating to the business of the Group. In addition, the nomination committee has assessed and reviewed the independence of Mr. LIU Xuesheng based on the independence guidelines as set out in Rule 3.13 of the Listing Rules. The Company has also received an annual confirmation in writing from Mr. LIU Xuesheng, respectively, on satisfying all the criteria for independence set out in Rule 3.13 of the Listing Rules, and the nomination committee is satisfied that Mr. LIU Xuesheng is independent under the Listing Rules.
Particulars of the retiring Directors are set out in Appendix I to this circular.
ANNUAL GENERAL MEETING
A notice of the Annual General Meeting is set out on pages 17 to 20 of this circular.
Pursuant to the requirements of the Listing Rules, all votes of the Shareholders at the Annual General Meeting will be taken by poll.
A form of proxy for the Annual General Meeting is enclosed herewith. Whether or not you intend to attend and vote at the Annual General Meeting in person or not, you are
LETTER FROM THE BOARD
requested to complete the form of proxy and return the completed form of proxy to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible, and in any event no later than 48 hours before the time appointed for holding the Annual General Meeting or adjourned meeting (as the case may be). Completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting (as the case may be) thereof in person should you so wish.
RECOMMENDATION
The Directors consider that the re-election of retiring Directors, the proposed granting of the Buy-back Mandate and the Issue Mandate to the Directors, and the extension of the Issue Mandate are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors (including the independent non-executive Directors) recommend all Shareholders to vote in favour of all resolutions to be proposed at the Annual General Meeting.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining shareholders of the Company who are entitled to attend and vote at the forthcoming AGM to be held on Wednesday, 25 June 2025 the register of members of the Company will be closed on Friday, 20 June 2025 to Wednesday, 25 June 2025, both days inclusive. In order to qualify for attending and voting at the AGM, all transfer documents should be lodged for registration with Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 19 June 2025.
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 and 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.
Yours faithfully,
By Order of the Board
KAISA GROUP HOLDINGS LTD.
Kwok Ying Shing
Chairman and executive Director
APPENDIX I
RE-ELECTION OF DIRECTORS
The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:
EXECUTIVE DIRECTORS
LI Haiming (李海鳴)
Mr. Li, aged 50, is an executive Director and the chief operating officer of the Company. He is in charge of management and investment of the real estate sector of the Group. Since March 2020, he also serves as senior management of various subsidiaries of the Group, including as the chairman of each of Dingsheng Park Entertainment Group Services Co., Ltd (鼎盛樂園娛樂集團服務有限公司) and International Park Group (國際樂園集團); the president and chairman of Kaisa Services Co., Ltd (佳兆業服務有限公司), the general manager of Kendu Project Development Co., Ltd (肯渡項目開發公司). Mr. Li joined the Group in July 2002, and has served in various positions in the Group, including as the vice-president of the Group from July 2017 to January 2019, senior management of real estate of Shenzhen from May 2015 to July 2017, senior management of real estate of Changsha from July 2007 to April 2015. Mr. Li was appointed as an executive director of Kaisa Prosperity Holdings Limited (a company listed on the Stock Exchange, stock code: 2168) on 8 April 2020. Mr. Li graduated from the Party School of the Guangdong Provincial Committee of the CPC (廣東省委黨校) with a bachelor's degree in business management in July 2000. He also specialised in architecture and graduated from Chongqing Jianzhu College (重慶建築工程學院) in July 1994.
As at the Latest Practicable Date, Mr. Li had share options granted by the Company to subscribe for 7,226,990 Shares, representing approximately 0.10% of the issued share capital of the Company. Save as disclosed above, Mr. Li was not interested in any Shares (within the meaning of Part XV of the SFO).
Mr. Li has entered into a service contract with the Company for a term of three years. Under the service contract, Mr. Li's emolument recorded in 2024 was RMB2,139,000, including salaries and other benefits and retirement benefits scheme contribution with reference to his experience, performance and the prevailing market conditions. Mr. Li has been appointed as an executive director of Kaisa Prosperity Holdings Limited, a company listed on the Stock Exchange (Stock Code: 2168), since 8 April 2020. Save as disclosed, Mr. Li did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years.
Mr. Li does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.
APPENDIX I
RE-ELECTION OF DIRECTORS
KWOK Hiu Kwan (郭曉群)
Mr. Kwok, aged 33, is an executive Director of the Company. He is currently the chairman and president of the Shanghai region of the Group. He is responsible for overseeing the Group's business (including mergers and acquisitions, property developments, investments and financing) and business development in Shanghai. Mr. Kwok was working as the vice president of the real estate and wealth management of the Group's Shanghai region from May 2018 to March 2020. Since March 2020, he has been appointed as chairman of the Shanghai region of the Group. Mr. Kwok graduated from Essex University in the United Kingdom with a bachelor's degree in finance management in July 2013 and obtained a master in sociology from University College London in the United Kingdom in July 2014.
As at the Latest Practicable Date, Mr. Kwok does not have any interest in or is deemed to be interested in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.
Mr. Kwok has entered into a service contract with the Company for a term of three years. Under the service contract, Mr. Kwok's emolument recorded in 2024 was RMB765,000, including salaries and other benefits and retirement benefits scheme contribution with reference to his experience, performance and the prevailing market conditions. Mr. Kwok has been appointed as an executive director of Kaisa Prosperity Holdings Limited, a company listed on the Stock Exchange (Stock Code: 2168), since 12 July 2023. Save as disclosed, Mr. Kwok did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years.
Mr. Kwok is the son of Mr. Kwok Ying Shing, the chairman and an executive Director of the Company. Save as disclosed above, Mr. Kwok does not have any other relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.
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APPENDIX I
RE-ELECTION OF DIRECTORS
LUO Tingting (羅婷婷)
Ms. Luo, aged 40, is an executive Director of the Company. She is also the chief financial officer of the Group, and mainly responsible for financial management of the Group. Ms. Luo joined the Group in April 2011, and successively served as the general manager of the Planning and Finance Department of the Group and president assistant of the Group. She had worked in a major accounting firm before joining the Group. Ms. Luo graduated from Jiangxi University of Finance and Economics majoring in public finance and English with a double bachelor's degree of economics and arts in July 2006.
As at the Latest Practicable Date, Ms. Luo does not have any interest in or is deemed to be interested in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.
Ms. Luo has entered into a service contract with the Company for a term of three years. Under the service contract, Ms. Luo's emolument recorded in 2024 was RMB304,000, including salaries and other benefits and retirement benefits scheme contribution with reference to his experience, performance and the prevailing market conditions. Ms. Luo has been appointed as an executive director of Kaisa Health Group Holdings Limited, a company listed on the Stock Exchange (Stock Code: 876), since 22 October 2024. Save as disclosed, Ms. Luo did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years.
Ms. Luo does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.
APPENDIX I
RE-ELECTION OF DIRECTORS
SONG Wei (宋偉)
Mr. Song, aged 40, is an executive Director of the Company. He was appointed as the senior vice president of the Group in September 2019 and concurrently served as the president of the Shenzhen Group. Mr. Song joined the Company in June 2010 and has held various positions including assistant general manager of the President's Office, deputy general manager of the Group Strategic Development Department, general manager of the President's Office, president of the Shenzhen Urban Renewal Group, vice president of Group Holdings, and others. Prior to joining the Company, Mr. Song worked in news and planning at Hubei Daily Media Group and Evergrande Real Estate Group. Mr. Song has a deep industry background in the field of urban renewal and integrated land development. He has successfully led teams in implementing several landmark projects such as Shenzhen Bantian Kaisa City Plaza, Yantian overall relocation project, Futian Dongshan project, and actively promoted industry development. He is the founding deputy director of the Urban Renewal Professional Committee of the Shenzhen Real Estate Industry Association. Mr. Song graduated from Hubei University in June 2007 with a bachelor's degree in journalism and communication. In May 2022, he graduated from a joint program between Tongji University and the University of Texas at Arlington in the United States, earning an executive master's degree in Business Administration.
As at the Latest Practicable Date, Mr. Song had share options granted by the Company to subscribe for 8,259,417 Shares, representing approximately 0.12% of the issued share capital of the Company. Save as disclosed above, Mr. Song was not interested in any Shares (within the meaning of Part XV of the SFO).
Mr. Song has entered into a service contract with the Company for a term of three years. Under the service contract, Mr. Song's emolument recorded in 2024 was RMB298,000, including salaries and other benefits and retirement benefits scheme contribution with reference to his experience, performance and the prevailing market conditions. Save as disclosed, Mr. Song did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years.
Mr. Song does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.
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APPENDIX I
RE-ELECTION OF DIRECTORS
LIU Lihao (劉立好)
Mr. Liu, aged 41, is an executive Director of the Company. He is also an executive president and chief investment officer of the Group, and is responsible for the management of investment and financing affairs of the Group. Mr. Liu joined the Group in August 2012 and served as the assistant president of the Real Estate Group (Beijing Region), the vice president of the Real Estate Group (Shanghai Region), the president and the chairman of the Shenzhen Group. Before joining the Group, Mr. Liu worked on commercial real estate analysis and operating management successively in DTZ holdings and Guangming Technology Park Co., Ltd. of China Merchants Group. Mr. Liu graduated from Jiangxi University of Finance and Economics with bachelor's degrees of Economics and Laws.
As at the Latest Practicable Date, Mr. Liu had share options granted by the Company to subscribe for 4,129,708 Shares, representing approximately 0.06% of the issued share capital of the Company. Save as disclosed above, Mr. Liu was not interested in any Shares (within the meaning of Part XV of the SFO).
Mr. Liu has entered into a service contract with the Company for a term of three years. Under the service contract, Mr. Liu's emolument recorded in 2024 was RMB391,000, including salaries and other benefits and retirement benefits scheme contribution with reference to his experience, performance and the prevailing market conditions. Mr. Liu has been appointed as an executive director of Kaisa Health Group Holdings Limited, a company listed on the Stock Exchange (Stock Code: 876), since 22 October 2024. Save as disclosed, Mr. Liu did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years.
Mr. Liu does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.
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APPENDIX I
RE-ELECTION OF DIRECTORS
INDEPENDENT NON-EXECUTIVE DIRECTORS
LIU Xuesheng (劉雪生)
Mr. Liu, aged 61, has been an independent non-executive Director since 28 February 2017. Mr Liu joined Shenzhen Institute of Certified Public Accountants (深圳市註冊會計師協會) ("SZICPA") since February 1999 and is currently the deputy secretary general. Prior to joining the SZICPA, Mr. Liu was the accountant of OCT Group (深圳華僑城集團) from April 1992 to February 1999. Mr. Liu graduated from Jiangxi Institute of Finance and Economics (江西財經學院) (now known as the Jiangxi University of Finance and Economics (江西財經大學)) with a bachelor's degree in 1989 and graduated from Shanghai University of Finance and Economics (上海財經大學) majoring in accounting and obtained a master degree in economics in 1992. He was admitted as Certified Public Accountants in the People's Republic of China in 1995. From May 2011 to September 2018, he served as an independent director of Telling Telecommunication Holding Co., Ltd. (天音通信控股股份有限公司 (stock code: SZ.000829)), a company listed on the Shenzhen Stock Exchange. From September 2011 to September 2017, he served as an independent director of Huafu Fashion Co., Ltd. (華孚時尚股份有限公司) (stock code: SZ.002042). From May 2016 to May 2019, he served as an independent director of Edan Instruments Inc (深圳市理邦精密儀器股份有限公司) (stock code: SZ.300206). Mr. Liu is currently an independent director of Pingan Fund Management Co., Ltd. (平安基金管理有限公司) and a director of Shenzhen Academy of Metrology & Quality Inspection (深圳計量質量檢測研究院). From June 2008 to June 2011, Mr. Liu was the independent non-executive director of Dongjiang Environmental Company Limited (stock code: 895), a company listed in Hong Kong.
As at the Latest Practicable Date, Mr. Liu had share options granted by the Company to subscribe for 1,238,913 Shares, representing approximately $0.02\%$ of the issued share capital of the Company. Save as disclosed above, Mr. Liu was not interested in any Shares (within the meaning of Part XV of the SFO).
Mr. Liu has entered into a letter of appointment with the Company for a term of one year which shall be automatically extended for another one year upon expiration of the term of the letter of appointment. Under the letter of appointment, the emolument of Mr. Liu recorded in 2024 was RMB274,000, including director fees. Mr. Liu did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years.
Mr. Liu does not have any relationship with the Directors, senior management, substantial shareholders or controlling shareholders of the Company.
APPENDIX I
RE-ELECTION OF DIRECTORS
LI Dapeng (李大鵬)
Mr. Li, aged 44, has been an independent non-executive Director of the Company since 31 March 2025. Mr. Li graduated from the University of Greenwich, U.K., with a master's degree in real estate management. Mr. Li is currently the president and editor-in-chief of the overseas business department of Sing Tao News Corporation Limited ("Sing Tao") and is also the president of its mainland China business. Before joining Sing Tao in February 2025, Mr. Li served as deputy manager of the planning department of the Shenzhen Land and Real Estate Trading Center from April 2004 to February 2025, and held positions as deputy manager of the brand management department of Logan Real Estate Co., Ltd., senior brand manager of the marketing management department of Shenzhen Excellence Group, deputy director of the brand center of Baoneng Investment Group, and vice president of investor relations of the Company, where he was not involved in the management of the business of the Group.
As at the Latest Practicable Date, Mr. Li does not have any interest in or is deemed to be interested in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.
Mr. Li entered into a letter of appointment with the Company for a term of one year which shall be automatically extended for another one year upon expiration of the term of the letter of appointment. Under the letter of appointment, Mr. Li receives a fixed director's fee of RMB300,000 annually. Mr. Li did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years.
Mr. Li does not have any relationship with the Directors, senior management, substantial shareholders or controlling shareholders of the Company.
Each of the Directors proposed to be re-elected has not been involved in any of the events under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to their re-election as Directors that need to be brought to the attention of the shareholders of the Company and the Stock Exchange.
APPENDIX II EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
This is an explanatory statement given to all Shareholders so as to provide the Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Buy-back Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Listing Rules.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company was 7,015,468,487 Shares and the Company did not have any treasury shares.
Subject to the passing of the ordinary resolution granting the Buy-back Mandate and on the basis that no further Shares are issued or bought back prior to the Annual General Meeting and the Company does not have any treasury shares, the Company would be allowed under the Buy-back Mandate to buy-back a maximum of 701,546,848 Shares, being 10% of the issued Shares (excluding treasury shares).
- REASONS FOR SHARES BUY-BACK
The Directors believe that the Buy-back Mandate is in the best interests of the Company and its Shareholders as a whole. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to buy-back Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and its Shareholders as a whole. When exercising the Share Buy-back Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the buy-backs, resolve to cancel the Shares bought back following settlement of any such buy-back or hold them as treasury shares. Shares bought back for cancellation may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share. On the other hand, Shares bought back and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Memorandum and Articles of Association, and the laws of the Cayman Islands. Shareholders can be assured that the Directors would only make such buy-backs in circumstances where they consider them to be in the best interests of the Company and the Shareholders as a whole.
- FUNDING OF BUY-BACKS
In making the buy-backs, the Company may only apply funds legally available for such purposes in accordance with the Memorandum, the Articles and the laws of the Cayman Islands. Any buy-back of Shares will be made out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purpose of the buy-back or, if authorised by the Articles and subject to the Companies Law, out of capital and, in the case of any premium payable on the buy-back, out of the profits of the Company or from sums standing to the credit of
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APPENDIX II EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
the share premium account of the Company or, if authorised by the Articles and subject to the Companies Law, out of capital. In accordance with the laws of the Cayman Islands, the shares so bought back would be treated as cancelled.
The Directors consider that the exercise of the Buy-back Mandate in full will not have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its latest published audited accounts as at 31 December 2024). The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position (as compared with the position disclosed in its latest published audited accounts as at 31 December 2024) which in the opinion of the Directors is from time to time appropriate for the Company.
4. SHARE PRICES
During the previous 12 months up to the Latest Practicable Date, the highest and lowest prices at which the Shares have been traded on the Stock Exchange are set out as follows:
| Month | Price per Share | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 0.114 | 0.075 |
| May | 0.201 | 0.100 |
| June | 0.154 | 0.128 |
| July | 0.130 | 0.111 |
| August | 0.117 | 0.091 |
| September | 0.420 | 0.085 |
| October | 0.620 | 0.260 |
| November | 0.320 | 0.184 |
| December | 0.233 | 0.196 |
| 2025 | ||
| January | 0.198 | 0.174 |
| February | 0.208 | 0.171 |
| March | 0.212 | 0.181 |
| April | 0.180 | 0.143 |
| May (up to the Latest Practicable Date) | 0.180 | 0.180 |
APPENDIX II EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
5. UNDERTAKING
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make buy-backs pursuant to the Buy-back Mandate and in accordance with the Listing Rules and the laws of the Cayman Islands.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates have any present intention to sell their Shares to the Company in the event that the Buy-back Mandate is approved by the Shareholders.
No core connected persons of the Company have notified the Company that he/she/it has a present intention to sell his/her/its Shares to the Company nor has undertaken not to do so, in the event that the Buy-back Mandate is granted by the Shareholders.
6. TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT
If a Shareholder’s proportionate interest in the share capital of the Company increases as a result of a share buy-back, such increase will be treated as an acquisition for the purposes of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a general offer for Shares under Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, Mr. Kwok Ying Shing (“Mr. Kwok”) is interested in 1,790,039,738 Shares representing approximately 25.52% of the issued Shares. In the event that the Directors exercise in full to buy back the Shares under the Buy-back Mandate, the shareholding of Mr. Kwok would be increased to approximately 28.35% of the issued share capital of the Company. In this regard, Mr. Kwok will not be under an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors will not exercise the Buy-back Mandate to such an extent as a result of such buy-back, the number of Shares held by the public would fall below 25% of the total number of Shares in issue.
7. SHARE BUY-BACK MADE BY THE COMPANY
The Company did not buy back any Shares on the Stock Exchange in the previous 6 months immediately preceding the Latest Practicable Date.
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NOTICE OF ANNUAL GENERAL MEETING
KAISA GROUP HOLDINGS LTD.
佳兆業集團控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1638)
NOTICE IS HEREBY GIVEN that the annual general meeting of Kaisa Group Holdings Ltd. (the "Company") will be held at Conference Room A, Office 1101-1102, 11/F, Euro Trade Centre, Nos 13-14 Connaught Road Central, Central, Hong Kong on Wednesday, 25 June 2025 at 11:00 a.m., for the following purposes:
As Ordinary Business
- To receive, consider and adopt the report of the directors of the Company (the "Directors"), the audited consolidated financial statements and the independent auditor's report for the year ended 31 December 2024.
- To re-elect Mr. LI Haiming, as an executive Director.
- To re-elect Mr. KWOK Hiu Kwan, as an executive Director.
- To re-elect Ms. LUO Tingting, as an executive Director.
- To re-elect Mr. SONG Wei, as an executive Director.
- To re-elect Mr. LIU Lihao, as an executive Director.
- To re-elect Mr. LIU Xuesheng as an independent non-executive Director.
- To re-elect Mr. LI Dapeng as an independent non-executive Director.
- To authorise the board of directors of the Company (the "Board") to fix the remuneration of the Directors.
-
To re-appoint SFAI (HK) CPA Limited as the auditors of the Company and to authorise the Board to fix their remuneration.
-
For identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
As Special Business
And to consider and, if thought fit, pass (with or without modification) the following resolutions as ordinary resolutions of the Company:
- "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the power of the Company to buy back issued shares of the Company (the "Shares") subject to and in accordance with all applicable laws and requirements of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares to be bought back pursuant to the approval in paragraph (a) shall not exceed 10 per cent. of the number of issued Shares (excluding treasury shares) as at the date of 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 the earlier 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 or the Company's articles of association to be held; or
(iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution by the shareholders of the Company in general meeting."
- "THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares and/or to resell treasury shares of the Company (subject to compliance with the Listing Rules), and to make or grant offers, agreements, options and rights to subscribe for, or convert any securities into, Shares which might require the exercise of such powers be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights to subscribe for, or convert any securities into, Shares which 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 together with the treasury shares of the Company resold (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 hereinafter defined), or (ii) the grant or exercise of options under any share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue to the grantees as specified in such scheme or similar arrangement of Shares or rights to acquire Shares, or (iii) an issue of Shares upon the exercise of rights of the subscription or conversion under the terms of any existing options, warrants, bonds, notes or other securities of the Company which are convertible into Shares, or (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20 per cent. of the number of issued Shares (excluding treasury shares) as at the date of 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 the earlier 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 or the Company's articles of association to be held; or
(iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the shareholders of the Company in general meeting; and
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of such Shares (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, or the requirements of any regulatory body or any stock exchange in, any territory outside Hong Kong)."
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT conditional upon the passing of the resolutions nos. 11 and 12 as set out in the notice convening the meeting of which these resolutions form part (the "Notice"), the general mandate referred in the resolution no. 12 as set out in the Notice be and is hereby extended by the addition thereto of the total number of Shares bought back by the Company pursuant to the general mandate referred in the resolution no. 11 as set out in the Notice, provided that such amount shall not exceed 10 per cent. of the number of the issued Shares (excluding treasury shares) as at the date of passing of this resolution."
By Order of the Board
KAISA GROUP HOLDINGS LTD.
Kwok Ying Shing
Chairman and executive Director
Hong Kong, 13 May 2025
Notes:
(1) Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on behalf of him. A proxy need not be a shareholder of the Company.
(2) A form of proxy for the annual general meeting is enclosed. In order to be valid, a form of proxy, together with the power of attorney or other authority (if any), under which the form is signed must be deposited at the Company's branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting.
(3) Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the meeting or any adjourned meeting or upon the poll concerned if the shareholders of the Company so wish. In such event, the instrument appointing the proxy shall be deemed to be revoked.
(4) The register of members of the Company will be closed for the following periods:
For the purpose of determining shareholders of the Company who are entitled to attend and vote at the forthcoming AGM to be held on Wednesday, 25 June 2025, the register of members of the Company will be closed from Friday, 20 June 2025 to Wednesday, 25 June 2025, both days inclusive. In order to qualify for attending and voting at the AGM, all transfer documents should be lodged for registration with Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 19 June 2025.
(5) With respect to the resolution set out in resolution no. 11 of the notice, approval is being sought from shareholders of the Company for a general mandate to be given to the Directors to buy back Shares.
(6) With respect to the resolutions set out in resolution nos. 11 and 12 of the notice, approval is being sought from shareholders of the Company for general mandates to be given to the Directors to allot, issue and deal with additional Shares in accordance with the Listing Rules.
As at the date of this notice, the executive Directors are Mr. Kwok Ying Shing, Mr. Mai Fan, Mr. Li Haiming, Mr. Kwok Hiu Kwan, Ms. Luo Tingting, Mr. Song Wei and Mr. Liu Lihao; and the independent non-executive Directors are Mr. Rao Yong, Mr. Zhang Yizhao, Mr. Liu Xuesheng and Mr. Li Dapeng.
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