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Laopu Gold Co., Ltd. Proxy Solicitation & Information Statement 2025
50990_rns_2025-04-28_570788ce-72fe-41cd-a768-d377a4fe46f4.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Laopu Gold Co., Ltd., you should at once hand this circular, together with the accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale 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.
Laopu Gold Co., Ltd.
老鋪黃金股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6181)
(1) 2024 ANNUAL REPORT;
(2) 2024 REPORT OF THE BOARD;
(3) 2024 REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS;
(4) 2024 REPORT OF THE SUPERVISORY COMMITTEE;
(5) REMUNERATION OF DIRECTORS FOR 2025;
(6) 2024 PROFIT DISTRIBUTION PLAN;
(7) RE-APPOINTMENT OF AUDITOR;
(8) GENERAL MANDATE FOR THE ISSUANCE OF SHARES;
(9) GENERAL MANDATE FOR THE REPURCHASE OF H SHARES; AND
(10) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Laopu Gold Co., Ltd. to be held at Conference Room, 1/F, China World Hotel, No. 1 Jianguomenwai Avenue, Beijing, PRC at 10:00 a.m. on Tuesday, May 20, 2025 is set out on pages 15 to 17 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.lphj.com). If you intend to attend the Annual General Meeting by proxy, you are required to duly complete the proxy form according to the instructions stated thereon and return the same not less than 24 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be) (no later than 10:00 a.m. on Monday, May 19, 2025 (or other date in the event of any adjournment thereof)). Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish.
Reference to times and dates in this circular are to Hong Kong local times and dates.
April 29, 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I - EXPLANATORY STATEMENT ... 12
NOTICE OF ANNUAL GENERAL MEETING ... 15
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“2024 Annual Report” the annual report of the Group for the year ended December 31, 2024
“Annual General Meeting” or “AGM” the annual general meeting of the Company to be held at Conference Room, 1/F, China World Hotel, No. 1 Jianguomenwai Avenue, Beijing, PRC at 10:00 a.m. on Tuesday, May 20, 2025 or any adjournment thereof and notice of which is set out on pages 15 to 17 of this circular
“Articles of Association” the articles of association of the Company
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of the Board
“Board” or “Board of Directors” the board of Directors
“CG Code” the “Corporate Governance Code” as contained in Appendix C1 to the Listing Rules
“Chairman” the chairman of the Board
“Company” Laopu Gold Co., Ltd. (老鋪黃金股份有限公司), a company limited by shares duly incorporated under the laws of the PRC, whose H Shares are listed on the Stock Exchange (Stock Code: 6181)
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“Controlling Shareholder(s)” has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Xu, Mr. Xu Dongbo, Hongqiao Jinji and Tianjin Jincheng
“Director(s)” the director(s) of the Company
“Group”, “our Group”, “our”, “we”, or “us” the Company and its subsidiaries, or any one of them as the context may require
“H Share(s)” Shares which an application has been made for listing and permission to trade on the Hong Kong Stock Exchange with nominal value of RMB1.00 each
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DEFINITIONS
| “HKD” | Hong Kong dollars and cents respectively, the lawful currency of Hong Kong |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Hong Kong Stock Exchange” or “Stock Exchange” | The Stock Exchange of Hong Kong Limited, a wholly or owned subsidiary of Hong Kong Exchanges and Clearing Limited |
| “Hongqiao Jinji” | Beijing Hongqiao Jinji Consulting Co., Ltd. (北京紅喬金季諧詢顧問有限公司), a limited liability company incorporated in the PRC on July 5, 2017 and one of our Controlling Shareholders |
| “Issue Mandate” | the general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue or otherwise deal with additional Shares (including any sale or transfer of Treasury Shares) not exceeding 20% of the total number of Unlisted Shares and H Shares in issue (excluding any Treasury Shares) as at the date of passing the relevant resolution approving such mandate |
| “Latest Practicable Date” | April 25, 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular |
| “Listing Date” | June 28, 2024, on which the H Shares were listed and on which dealings in the H Shares were first permitted to commence on the Hong Kong Stock Exchange |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time |
| “Mr. Xu” | Mr. XU Gaoming (徐高明), our executive Director and one of our Controlling Shareholders |
| “Mr. Xu Dongbo” | Mr. XU Dongbo (徐東波), one of our Controlling Shareholders, the son of Mr. Xu |
| “PRC” | the People’s Republic of China |
| “PRC Company Law” | Company Law of the PRC (中華人民共和國公司法), as adopted by the Fifth Session of the Standing Committee of the Eighth National People’s Congress on December 29, 1993 and effective on July 1, 1994, as amended or supplemented from time to time, which was latest amended on December 29, 2023 |
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DEFINITIONS
"Repurchase Mandate"
the general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase H Shares during the relevant period not exceeding 10% of the total number of H Shares in issue (excluding any Treasury Shares) as at the date of passing of the relevant resolution approving such mandate
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time
"Share(s)"
ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, including both Unlisted Shares and H Shares
"Shareholder(s)"
holder(s) of the Share(s)
"subsidiary(ies)"
has the meaning ascribed thereto under the Listing Rules
"Supervisor(s)"
member(s) of our Supervisory Committee
"Supervisory Committee"
the supervisory committee of the Company
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or otherwise modified from time to time
"Tianjin Jincheng"
Tianjin Jincheng Enterprise Management Consulting L.P. (Limited Partnership) (天津金橙企業管理諮詢合夥企業 (有限合夥)), a stock incentive platform established in the PRC which is controlled by Hongqiao Jinji as the general partner and one of our Controlling Shareholders
"Treasury Share(s)"
treasury shares of the Company
"Unlisted Shares"
unlisted ordinary Share(s) issued by the Company, with a nominal value of RMB1.00 each, which is/are not listed or traded on any stock exchange
"Unlisted Share Shareholder(s)"
the holder(s) of the Unlisted Share(s)
"%"
per cent
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LETTER FROM THE BOARD
Laopu Gold Co., Ltd.
老鋪黃金股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6181)
Executive Directors:
Mr. XU Gaoming
Mr. FENG Jianjun
Mr. XU Rui
Mr. JIANG Xia
Independent non-executive Directors:
Mr. SUN Yijun
Dr. HE Yurun
Mr. SEE Tak Wah
Registered Address and Headquarters:
Rooms 3-6, 6/F
No. 3 West Building
The Towers at Oriental Plaza
No. 1 Dong Chang'an Avenue
Dongcheng District
Beijing
the PRC
Principal place of business in Hong Kong:
19th Floor, Golden Centre
188 Des Voeux Road Central
Hong Kong
April 29, 2025
To the Shareholders
Dear Sir or Madam
(1) 2024 ANNUAL REPORT;
(2) 2024 REPORT OF THE BOARD;
(3) 2024 REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS;
(4) 2024 REPORT OF THE SUPERVISORY COMMITTEE;
(5) REMUNERATION OF DIRECTORS FOR 2025;
(6) 2024 PROFIT DISTRIBUTION PLAN;
(7) RE-APPOINTMENT OF AUDITOR;
(8) GENERAL MANDATE FOR THE ISSUANCE OF SHARES;
(9) GENERAL MANDATE FOR THE REPURCHASE OF H SHARES;
AND
(10) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you the notice of the Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (1) the annual report for the
LETTER FROM THE BOARD
year ended December 31, 2024 (the “2024 Annual Report”); (2) the report of the Board for the year ended December 31, 2024 (the “2024 Report of the Board”); (3) the report of the independent non-executive Directors of the Company for the year ended December 31, 2024 (the “2024 Report of the Independent Non-executive Directors”); (4) the report of the supervisory committee of the Company for the year ended December 31, 2024 (the “2024 Report of the Supervisory Committee”); (5) the remuneration of the Directors for the year ending December 31, 2025 (the “Remuneration of Directors for 2025”); (6) the proposed profit distribution plan for the year ended December 31, 2024 (the “2024 Profit Distribution Plan”); (7) the re-appointment of auditor; (8) approving the general mandate for the issuance of Shares; and (9) approving the general mandate for the repurchase of H Shares.
2024 ANNUAL REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the annual report for the year ended December 31, 2024.
2024 REPORT OF THE BOARD
An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Report of the Board of Directors, the full text of which is set out in the 2024 Annual Report.
2024 REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS
An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Report of the Independent Non-executive Directors, the full text of which is set out in the 2024 Annual Report.
2024 REPORT OF SUPERVISORY COMMITTEE
An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Report of the Supervisory Committee, the full text of which is set out in the 2024 Annual Report.
REMUNERATION OF DIRECTORS FOR 2025
An ordinary resolution will be proposed at the AGM to consider and approve the remuneration plan for the Directors for the year ending December 31, 2025 formulated in accordance with the Company’s internal policies and relevant regulatory requirements.
For the year ending December 31, 2025, the proposed remuneration of independent non-executive Directors of the Company remains the same with the adjusted remuneration approved at the extraordinary general meeting of the Company on September 20, 2024. The Directors other than the independent non-executive Directors shall not be entitled to any Directors’ remuneration for their roles as Directors, but shall be entitled to remuneration based on their other employment in the Company or for specific services rendered by them to the Company in accordance with the Company’s relevant policies and after completing the necessary decision-making procedures (if applicable).
All independent non-executive Directors have expressed independent opinions that indicate explicit consent to the remuneration plan for the Directors (other than the independent non-executive Directors’ own remuneration).
LETTER FROM THE BOARD
2024 PROFIT DISTRIBUTION PLAN
A. 2024 Profit Distribution Plan
According to the PRC Company Law (《中華人民共和國公司法》) and the Articles of Association, an ordinary resolution will be proposed at the AGM to approve the 2024 Profit Distribution Plan.
The Board has resolved to submit to the Shareholders for their consideration and approval a profit distribution plan for the year ended December 31, 2024. The Board proposed the payment of a final dividend of RMB6.35 (tax inclusive) per Share for the year ended December 31, 2024 to Shareholders (the "Proposed Final Dividend"). Based on the Company's total number of Shares in issue as at the Latest Practicable Date, the total dividend to be paid to the Shareholders amounts to approximately RMB1,070 million. If such proposal is approved at the AGM, the Proposed Final Dividend will be distributed to Shareholders whose names appear on the register of members of the Company on Thursday, May 29, 2025.
Pursuant to the requirements under the Articles of Association, dividend shall be denominated and declared in RMB. Dividend for Unlisted Shares, Hong Kong Stock Connect shares and H Share "Full Circulation" shares will be paid in RMB, while dividend for other H Shares will be paid in HKD. The Proposed Final Dividend will be converted based on the average closing rate for converting RMB into HKD of the five business days prior to the date on which the Proposed Final Dividend is declared (i.e. Tuesday, May 20, 2025) as quoted by the People's Bank of China. The Proposed Final Dividend is subject to the approval of Shareholders at the AGM and, upon approval at the AGM, is expected to be distributed on Wednesday, July 2, 2025.
Pursuant to the applicable provisions of the Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法》) and its implementing rules and the Notice from the State Administration of Taxation on Issues Concerning Withholding the Corporate Income Tax on Dividends Paid by Chinese Resident Enterprises to H-share Holders which are Overseas Non-Residents Enterprises (Guo Shui Han [2008] No. 897) (《國家稅務總局關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)), the Company will withhold and pay enterprise income tax at the rate of 10% when it distributes dividends to overseas non-resident enterprise holders of H Shares (including any H Shares of the Company registered in the name of HKSCC Nominees Limited, but excluding any H Shares of the Company registered in the name of HKSCC Nominees Limited which are held by China Securities Depository and Clearing Corporation Limited as nominee holder on behalf of investors who invest in the H Shares of the Company through Hong Kong Stock Connect and H Share "Full Circulation"). The non-resident enterprise Shareholders may, on their own or through an authorized agent, apply to the competent tax authorities of the Company to enjoy the tax preferential treatments under the tax treaty (arrangement) by providing information of them being the actual beneficiaries of the tax treaty (arrangement).
Pursuant to the Notice of State Administration of Taxation on Issues Relating to Administration of Levying of Individual Income Tax Upon Abolishment of Document Guoshuifa [1993] No. 045 (《國家稅務總局關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》) (the "Notice", Guo Shui Han [2011] No. 348) issued by the State Administration of Taxation on June 28, 2011, the dividend to be distributed by the PRC non-foreign invested
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LETTER FROM THE BOARD
enterprise which has issued shares in Hong Kong to the overseas resident individual shareholders, is subject to the individual income tax with a tax rate of 10% in general. However, the individual income tax rates applicable to foreign resident individual shareholders themselves vary depending on the relevant tax treaty (arrangement) between the country or region (such as Hong Kong/Macao) to which their resident status belongs and Mainland China. Thus, 10% individual income tax will be withheld from the dividend payable to any individual shareholders of H Shares whose names appear on the H share register of members of the Company on the record date, unless otherwise stated in the relevant taxation regulations, tax treaties or the Notice.
Pursuant to the Notice on the Relevant Taxation Policy for the Pilot Programme of an Interconnection Mechanism for Transactions in the Shanghai-Hong Kong Stock Connect Stock Markets (Cai Shui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號)) and the Notice on the Relevant Taxation Policy for the Pilot Programme of an Interconnection Mechanism for Transactions in the Shenzhen-Hong Kong Stock Connect Stock Markets (Cai Shui [2016] No.127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)), for domestic individual Shareholders who invest in H Shares of the Company through Hong Kong Stock Connect (such H Shares are registered in the name of HKSCC Nominees Limited and held by China Securities Depository and Clearing Corporation Limited as a nominee shareholder), the Company will withhold and pay individual income tax at the rate of 20% on their behalf in the distribution of the dividends. For domestic Shareholders who are securities investment funds investing in H Shares of the Company through Hong Kong Stock Connect (such H Shares are registered in the name of HKSCC Nominees Limited and held by China Securities Depository and Clearing Corporation Limited as a nominee shareholder), the Company will withhold and pay individual income tax at the rate of 20% on their behalf in the distribution of the dividends. For domestic individual Shareholders among H Share "Full Circulation" Shareholders, the Company has the obligation to withhold and pay individual income tax at the rate of 20% on their behalf in the distribution of the final dividend.
Pursuant to the Notice on the Relevant Taxation Policy for the Pilot Programme of an Interconnection Mechanism for Transactions in the Shanghai-Hong Kong Stock Connect Stock Markets (Cai Shui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號)) and the Notice on the Relevant Taxation Policy for the Pilot Programme of an Interconnection Mechanism for Transactions in the Shenzhen-Hong Kong Stock Connect Stock Markets (Cai Shui [2016] No.127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)), for domestic enterprise Shareholders who invest in H Shares of the Company through Hong Kong Stock Connect (such H Shares are registered in the name of HKSCC Nominees Limited and held by China Securities Depository and Clearing Corporation Limited as a nominee shareholder), the Company will not withhold or pay enterprise income tax on their behalf in the distribution of the dividends, and the domestic enterprise Shareholders shall report and pay the relevant taxes payable by themselves. Any dividend received in respect of H Shares of the Company which have been continuously held by a domestic enterprise Shareholder for 12 months shall be exempted from enterprise income tax.
H Shareholders of the Company are recommended to consult their own tax advisers on the relevant tax impact in the relevant countries (regions) on the possession and disposal of H Shares of the Company.
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LETTER FROM THE BOARD
B. Closure of register of members
For the purpose of determination of the list of Shareholders who shall be entitled to the Proposed Final Dividend, subject to the approval of the Shareholders at the AGM, the register of members of the Company will be closed from Monday, May 26, 2025 to Thursday, May 29, 2025 (both days inclusive), during which period no transfer of Shares will be effected. The Company will distribute the Proposed Final Dividend to Shareholders whose names appear on the register of members of the Company on Thursday, May 29, 2025.
In order to be entitled to the Proposed Final Dividend, all transfers of H Shares accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company, namely Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, May 23, 2025.
GENERAL MANDATE FOR THE ISSUANCE OF SHARES
At the extraordinary general meeting of the Company convened on September 20, 2024, special resolution was passed for the granting of general mandate authorizing the Directors to allot, issue or otherwise deal with additional Shares (including any sale or transfer of Treasury Shares) of not exceeding 20% of the total number of Shares (excluding any Treasury Shares) at that date, which is due to expire at the conclusion of the Annual General Meeting.
In order to ensure flexibility and give discretion to the Directors to issue any new Shares when the Directors consider desirable for the Company to do so, approval is sought from the Shareholders at the Annual General Meeting, pursuant to the Listing Rules, for the grant of the Issue Mandate to the Directors to issue Shares. At the Annual General Meeting, a special resolution numbered 8 will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares not exceeding 20% of the number of issued Shares as at the date of passing of the Shareholders’ resolution in relation to the Issue Mandate for the period until (i) the conclusion of the next annual general meeting of the Company; or (ii) the revocation or variation of the Issue Mandate by a special resolution at any general meeting of the Company, whichever occurs first.
As at the Latest Practicable Date, 168,366,700 Shares have been fully paid and issued. Subject to the passing of the special resolution numbered 8 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 33,673,340 Shares.
In addition, subject to a separate approval of the special resolution numbered 9, the number of H Shares repurchased by the Company under special resolution numbered 9 will also be added to extend the Issue Mandate as mentioned in special resolution numbered 8 provided that such additional number of Shares shall represent up to 10% of the number of issued H Shares as at the date of passing the Shareholders’ resolution in relation to the Issue Mandate and Repurchase Mandate.
LETTER FROM THE BOARD
GENERAL MANDATE FOR THE REPURCHASE OF H SHARES
At the extraordinary general meeting of the Company convened on September 20, 2024, special resolution was passed for the granting of general mandate authorizing the Directors to repurchase H Shares on the Stock Exchange of not exceeding 10% of the H Shares in issue (excluding any Treasury Shares) at that date, which is due to expire at the conclusion of the Annual General Meeting.
In addition, the special resolution numbered 9 will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued H Shares as at the date of passing of the Shareholders' resolution in relation to the Repurchase Mandate for the period until (i) the conclusion of the next annual general meeting of the Company; or (ii) the revocation or variation of the Repurchase Mandate by a special resolution at any general meeting of the Company, whichever occurs first.
As at the Latest Practicable Date, there were 135,163,760 H Shares in issue. Subject to the passing of the special resolution numbered 9 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 13,516,376 Shares pursuant to the Repurchase Mandate.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.
RE-APPOINTMENT OF AUDITOR
The financial statements of the Group for the year ended December 31, 2024 were audited by Ernst & Young whose term of office will expire upon the Annual General Meeting.
Upon the recommendation of the Audit Committee, the Board proposed to re-appoint Ernst & Young as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and authorize the Board to determine the specific matters, including but not limited to their remunerations, in relation to such re-appointment.
CLOSURE OF REGISTER OF MEMBERS
The forthcoming AGM is scheduled to be held on Tuesday, May 20, 2025. For the purpose of determining the H Shareholders entitled to attend and vote at the AGM, the register of members of H Shares will be closed from Thursday, May 15, 2025 to Tuesday, May 20, 2025 (both days inclusive). The record date for determining the entitlement of the Shareholders to attend and vote at the AGM will be Tuesday, May 20, 2025. In order to qualify for the entitlement to attend and vote at the above AGM, the H Shareholders must lodge all transfer forms accompanied by the relevant H share certificates with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Wednesday, May 14, 2025.
LETTER FROM THE BOARD
NOTICE OF ANNUAL GENERAL MEETING
Set out on pages 15 to 17 of this circular is the notice of the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve (1) the 2024 Annual Report; (2) the 2024 Report of the Board; (3) the 2024 Report of Independent Non-executive Directors; (4) the 2024 Report of the Supervisory Committee; (5) the Remuneration of the Directors for 2025; (6) the 2024 Profit Distribution Plan; (7) the re-appointment of auditor, and special resolutions will be proposed to Shareholders to consider and approve (8) approving the general mandate for the issuance of Shares; and (9) approving the general mandate for the repurchase of H Shares.
FORM OF PROXY
A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lphj.com). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong Share Registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) or the Company's office at Rooms 3-6, 6/F No. 3 West Building, The Towers at Oriental Plaza, No. 1 Dong Chang'an Avenue, Dongcheng District, Beijing, the PRC (for Unlisted Share Shareholders) not less than 24 hours before the time fixed for holding the Annual General Meeting (i.e. not later than 10:00 a.m. on Monday, May 19, 2025) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.
VOTING BY POLL
There is no Shareholder who has any material interest in the proposed resolutions, therefore none of the Shareholders is required to abstain from voting at the Annual General Meeting.
Pursuant to Rule 13.39(4) of the Listing Rules, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a poll, except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice will be taken by way of poll.
On a poll, every Shareholder presents in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative, shall have one vote for every fully paid Share of which he/she is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his/her votes or cast all the votes he/she uses in the same way. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the proposed resolutions for the proposed profit distribution plan and final dividend, the granting of the Issue Mandate to issue Shares, the Repurchase Mandate to repurchase Shares and the re-appointment of auditor are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favor of all the resolutions to be proposed at the Annual General Meeting.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Yours faithfully
By order of the Board
Laopu Gold Co., Ltd.
老鋪黃金股份有限公司
Xu Gaoming
Chairman and Executive Director
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APPENDIX I
EXPLANATORY STATEMENT
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the number of issued Shares was 135,163,760 H Shares of nominal value of RMB1.00 each which have been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or purchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 13,516,376 H Shares which represent 10% of the issued H Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the revocation or variation of the Repurchase Mandate by a special resolution at any general meeting of the Company.
REASONS FOR AND FUNDING OF REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the PRC. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the applicable laws of the PRC, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the applicable laws of the PRC, out of capital.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchases would be in the best interests of the Company. The Directors believe that if the Repurchase Mandate is exercised in full, it may not have a material adverse impact on the working capital and gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at December 31, 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
APPENDIX I
EXPLANATORY STATEMENT
STATUS OF THE REPURCHASED SHARES
The Company may cancel such repurchased Shares or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any Treasury Shares deposited with the Central Clearing and Settlement System (CCASS) pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.
GENERAL
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates, have any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the PRC.
No core connected person has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
The Company has confirmed that there is nothing unusual as to the explanatory statement and the proposed share repurchases.
TAKEOVERS CODE
If as a result of a repurchase of 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 of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Xu Gaoming is deemed to be interested in 111,639,800 Shares under the SFO, representing approximately $66.31\%$ of the issued Shares. In the event that the Directors should exercise in full the Repurchase Mandate, such interests will be increased to approximately $72.10\%$ of the issued Shares.
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APPENDIX I
EXPLANATORY STATEMENT
Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
SHARE REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange from the Listing Date to the Latest Practicable Date were as follows:
| Month | Highest prices
HKD | Lowest prices
HKD |
| --- | --- | --- |
| 2024 | | |
| June | 75.60 | 60.95 |
| July | 89.90 | 72.00 |
| August | 95.20 | 76.40 |
| September | 154.90 | 84.05 |
| October | 228.80 | 140.00 |
| November | 232.20 | 180.70 |
| December | 255.00 | 188.80 |
| 2025 | | |
| January | 432.80 | 239.80 |
| February | 566.00 | 375.20 |
| March | 798.00 | 501.00 |
| April (up to the Latest Practicable Date) | 881.00 | 626.50 |
NOTICE OF ANNUAL GENERAL MEETING
Laopu Gold Co., Ltd.
老鋪黃金股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6181)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Laopu Gold Co., Ltd. (the "Company") will be held at Conference Room, 1/F, China World Hotel, No. 1 Jianguomenwai Avenue, Beijing, PRC at 10:00 a.m. on Tuesday, May 20, 2025 for the purposes of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary and special resolutions.
Unless otherwise specified, capitalized terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated April 29, 2025 (the "Circular").
Ordinary Resolutions
- To consider and approve the annual report for the year ended December 31, 2024.
- To consider and approve the report of the board of directors of the Company for the year ended December 31, 2024.
- To consider and approve the report of the independent non-executive Directors of the Company for the year ended December 31, 2024.
- To consider and approve the report of the supervisory committee of the Company for the year ended December 31, 2024.
- To consider and approve the remuneration of the Directors for the year ending December 31, 2025.
- To consider and approve the Company's profit distribution plan for the year ended December 31, 2024.
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To consider and approve the re-appointment of Ernst & Young as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix its remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
Special Resolutions
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To consider and approve the General Mandate for the Issuance of Shares, with the details of the General Mandate for the Issuance of Shares as set out in the Circular.
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To consider and approve the General Mandate for the Repurchase of H Shares, with the details of the General Mandate for the Repurchase of H Shares as set out in the Circular.
Yours faithfully
By order of the Board
Laopu Gold Co., Ltd.
老鋪黃金股份有限公司
Xu Gaoming
Chairman and Executive Director
Hong Kong, April 29, 2025
Registered Address and Headquarters:
Rooms 3-6, 6/F
No. 3 West Building
The Towers at Oriental Plaza
No. 1 Dong Chang’an Avenue
Dongcheng District
Beijing
the PRC
Principal place of business in Hong Kong:
19th Floor, Golden Centre
188 Des Voeux Road Central
Hong Kong
Notes:
(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxy(ies) to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company.
(ii) Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
(iii) In order to be valid, the proxy form together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited with Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders) or the Company’s office at Rooms 3-6, 6/F No. 3 West Building, The Towers at Oriental Plaza, No. 1 Dong Chang’an Avenue, Dongcheng District, Beijing, the PRC (for Unlisted Share Shareholders) as soon as practicable but in any event not less than 24 hours before the time appointed for holding the AGM (i.e. no later than Monday, May 19, 2025 at 10:00 a.m.), or any adjourned meeting thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
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NOTICE OF ANNUAL GENERAL MEETING
(iv) For the purpose of determining the H Shareholders entitled to attend and vote at the AGM, the register of members of H Shares will be closed from Thursday, May 15, 2025 to Tuesday, May 20, 2025 (both days inclusive). The record date for determining the entitlement of the Shareholders to attend and vote at the AGM will be Tuesday, May 20, 2025. In order to qualify for the entitlement to attend and vote at the above AGM, the H Shareholders must lodge all transfer forms accompanied by the relevant H share certificates with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Wednesday, May 14, 2025.
(v) In respect of the resolution numbered 8 above, the directors of the Company wish to state that they have no immediate plans to issue any new shares of the Company referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
(vi) In respect of resolution numbered 9 above, the directors of the Company wish to state that they will exercise the powers conferred by the repurchase mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix I to the Circular.
(vii) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.
As of the date of this notice, the Board comprises (i) Mr. Xu Gaoming, Mr. Feng Jianjun, Mr. Xu Rui and Mr. Jiang Xia as executive directors; and (ii) Mr. Sun Yijun, Dr. He Yurun and Mr. See Tak Wah as independent non-executive directors.
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