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Leading Holdings Group Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
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, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Kaisun Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
KAISUN HOLDINGS LIMITED
凱順控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8203)
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES
(INCLUDING SALE OR TRANSFER OF TREASURY SHARES)
AND REPURCHASE SHARES; AND
(2) RE-ELECTION OF THE RETIRING DIRECTORS;
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Kaisun Holdings Limited to be held at Unit B, 17/F, E Tat Factory Building, 4 Heung Yip Road, Wong Chuk Hang, Hong Kong on Monday, 30 June 2025 at 9:30 a.m. is set out on pages 13 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 Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company website (http://www.kaisun.hk).
Whether or not you intend to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude shareholders from attending and voting at the meeting, or any adjourned meeting, should they so wish. For the avoidance of doubt, holders of treasury shares (if any) shall abstain from voting at the AGM of the Company.
This circular will remain on the website of the Stock Exchange at www.hkexnews.hk for at least 7 days from the day of its posting.
- For identification purposes only
6 June 2025
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
Definitions 1
Letter from the Board 3
Introduction 3
Issue Mandate and Extension Mandate 4
Repurchase Mandate 4
Re-election of retiring Directors 5
AGM 5
Action to be taken 5
Voting by poll 5
Recommendation 5
Miscellaneous 6
Appendix I — Explanatory statement 7
Appendix II — Details of retiring Directors proposed to be re-elected 11
Notice of AGM 13
Closure of Register of Members for Annual General Meeting 17
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"AGM"
the annual general meeting of the Company to be held at Unit B, 17/F, E Tat Factory Building, 4 Heung Yip Road, Wong Chuk Hang, Hong Kong on 30 June 2025 at 9:30 a.m.
"Articles" or "Articles of Association"
the articles of association of the Company
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System, a securities settlement system used within Hong Kong Exchanges and Clearing Limited market system
"Company"
Kaisun Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act (as revised) of the Cayman Islands, the Shares of which are listed on GEM
"Director(s)"
the director(s) of the Company
"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate
"GEM"
GEM of the Stock Exchange
"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM
"Group"
the Company and its subsidiaries
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate"
the general and unconditional mandate to the Directors to allot, issue and deal with Shares (including any sale or transfer of the treasury shares) not exceeding 20% of the issued share capital of the Company (excluding treasury shares, if any) as at the date of passing of the resolution approving the Issue Mandate
"Latest Practicable Date"
2 June 2025, being the latest practicable date of ascertaining certain information contained in this circular prior to its publication
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DEFINITIONS
| “Notice of AGM” | the notice of the AGM as set out on pages 13 to 17 of this circular |
|---|---|
| “Repurchase Mandate” | the general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company (excluding treasury shares) as at the date of the resolution approving the Repurchase Mandate |
| “SFO” | the Securities and Futures Ordinance, Cap. 571 of the Laws of Hong Kong |
| “Share(s)” | share(s) of HK$0.10 each in the share capital of the Company |
| “Shareholder(s)” | registered holder(s) of Shares |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Hong Kong Code on Takeovers and Mergers and Share Repurchases |
| “treasury shares” | has the meaning ascribed to it under the GEM Listing Rules |
| “HK$” | Hong Kong dollars, the lawfully currency of Hong Kong |
| “%” | per cent. |
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LETTER FROM THE BOARD
KAISUN HOLDINGS LIMITED
凱順控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8203)
Executive Directors:
Mr. CHAN Nap Kee, Joseph (Chairman)
Mr. YANG Yongcheng
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head Office and Principal Place
of Business in Hong Kong:
Room 1304, 13/F.,
Car Po Commercial Building,
18-20 Lyndhurst Terrace,
Central,
Hong Kong
6 June 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES
(INCLUDING SALE OR TRANSFER OF TREASURY SHARES)
AND REPURCHASE SHARES; AND
(2) RE-ELECTION OF THE RETIRING DIRECTORS;
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding the proposals for (a) the Issue Mandate and Extension Mandate, (b) the Repurchase Mandate, and (c) re-election of the retiring Directors, to seek your approval at the AGM in connection with, inter alia, such matters.
- For identification purposes only
LETTER FROM THE BOARD
ISSUE MANDATE AND EXTENSION MANDATE
At the annual general meeting held on 28 June 2024, the Shareholders of the Company passed an ordinary resolution to grant a new general mandate to the Directors to allot, issue and deal with Shares. Such new general mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate at the AGM.
Ordinary resolutions will be proposed at the AGM to grant to the Directors the Issue Mandate and the Extension Mandate. The Issue Mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Issue Mandate by ordinary resolution of the Shareholders in general meeting. Details of the Issue Mandate and the Extension Mandate are set out in ordinary resolutions number 4 and 6 respectively in the Notice of AGM.
As at the Latest Practicable Date, a total of 583,415,844 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Issue Mandate to issue and/or resell the treasury shares of the Company (if permitted by the GEM Listing Rules) a maximum of 116,683,168 Shares.
REPURCHASE MANDATE
Also at the annual general meeting held on 28 June 2024, the Shareholders passed an ordinary resolution to grant a new general mandate to the Directors to exercise the powers of the Company to repurchase Shares. Such new general mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate at the AGM.
An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in ordinary resolution number 5 in the Notice of AGM. The Repurchase Mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting.
An explanatory statement as required under the GEM Listing Rules, giving certain information regarding the Repurchase Mandate, is set out in Appendix I to this circular.
LETTER FROM THE BOARD
RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 87 of the Articles of Association, Mr. Chan Nap Kee, Joseph and Mr. Yang Yongcheng, shall retire from office by rotation at the AGM, and being eligible, offered themselves for re-election as Director at the AGM.
Brief biographical details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
AGM
The notice convening the AGM, which contains, inter alia, ordinary resolutions to approve the Issue Mandate and Extension Mandate, the Repurchase Mandate, the re-election of the retiring Directors are set out on pages 13 to 17 of this circular.
ACTION TO BE TAKEN
The Notice of AGM is set out on pages 13 to 17 of this circular. A proxy form for use at the AGM is enclosed herein. Whether or not you intend to attend the AGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the AGM, or any adjourned meeting, should they so wish.
VOTING BY POLL
Under Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the ordinary resolutions and special resolution proposed at the AGM will also be taken by poll. A poll results announcement will be made by the Company after the AGM in accordance with Rule 17.47(5) of the GEM Listing Rules.
Holders of treasury shares (if any) shall abstain from voting on matters requiring shareholders' approval at the AGM of the Company.
RECOMMENDATION
The Directors believe that the granting of the Issue Mandate and Extension Mandate, the Repurchase Mandate, the re-election of the retiring Directors are in the best interests of the Company as well as to the Shareholders. Accordingly, the Directors recommend that all the Shareholders should vote in favour of all the resolutions set out in the Notice of AGM.
LETTER FROM THE BOARD
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
By order of the Board
Kaisun Holdings Limited
CHAN Nap Kee, Joseph
Chairman
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APPENDIX I
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide you with requisite information for your consideration of the Repurchase Mandate.
1. GEM LISTING RULES RELATING TO REPURCHASE OF SHARES
The GEM Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.
2. EXERCISE OF THE REPURCHASE MANDATE
Subject to the passing of the resolution granting the Repurchase Mandate and assuming that no further Shares are issued or repurchased prior to the AGM, exercise in full of the Repurchase Mandate, on the basis of 583,415,844 Shares in issue (excluding treasury shares, if any) at the Latest Practicable Date, could result in up to 583,415,844 Shares being repurchased by the Company during the period up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
3. REASONS FOR REPURCHASES
Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share. On the other hand, Shares repurchased by the Company and held as treasury shares may provide more flexibility to the Board to resell the treasury shares on the market prices to raise additional funds for the Company, or transfer or use for share grants under share scheme that comply with Chapter 23 of the GEM Listing Rules and for other purposes permitted under the GEM Listing Rules, the Articles and the applicable laws of the Cayman Islands.
4. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association and the applicable laws of the Cayman Islands. The law of the Cayman Islands provides that the amount to be repaid in connection with a share repurchase may be paid from the profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. Any premium payable on a purchase over the par
APPENDIX I
EXPLANATORY STATEMENT
value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account. The Company may not purchase securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for its 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 the Company's name as treasury shares or cancel them, or adopt any other measures to ensure that it would not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as treasury shares, before the record date for the dividends or distributions.
5. GENERAL
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the Company's latest published 2024 annual report) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing position which in the opinion of the Directors are from time to time appropriate for the Company.
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 GEM Listing Rules, the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands.
None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective associates (as defined in the GEM Listing Rules), have any present intention, if the Repurchase Mandate is exercised, to sell Shares to the Company or its subsidiaries.
No connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company or has undertaken not to sell any Shares held by him to the Company in the event that the Repurchase Mandate is granted.
If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder's interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
APPENDIX I
EXPLANATORY STATEMENT
As at the Latest Practicable Date the Substantial Shareholders (as defined in the GEM Listing Rules) and their respective interests in the issued share:
| Name of Shareholders | Capacity | Number of Shares held | Approximate percentage of existing shareholding | Approximate percentage of shareholding if the Repurchase Mandate is exercised in full |
|---|---|---|---|---|
| Chan Nap Kee, Joseph | Beneficial Owner (Note 1) | 167,263,298 | 28.67% | 31.86% |
| Yeung Po Yee, Bonita | Interest of spouse (Note 2) | 167,263,298 | 28.67% | 31.86% |
| Zhang Xiongfeng | Beneficial Owner | 81,950,000 | 14.05% | 15.61% |
| Wu Mingqin | Interest of spouse (Note 3) | 81,950,000 | 14.05% | 15.61% |
Notes:
- As at the latest practicable date, 167,263,298 shares were beneficially owned by Mr. Chan Nap Kee ("Mr. Chan") representing 28.67% of the issued share capital of the Company. Of these 2,004,000 shares were awarded to Mr. Chan as Director on 30 December 2015 under the Share Award Scheme 2013, 3,081,000 shares were shares awarded to Mr. Chan as Director under Share Award Scheme 2016 on 22 March 2018.
- These were total number of Shares in which Mr. Chan beneficially owned as at the Latest Practicable Date. As the spouse of Mr. Chan, Ms. Yeung Po Yee, Bonita was taken to be interested in the Shares in which Mr. Chan was interested by virtue of the SFO.
- These were total number of Shares that Mr. Zhang Xiongfeng ("Mr. Zhang") beneficially owned. As the spouse of Mr. Zhang, Ms. Wu Mingqin, was taken to be interested in the Shares in which Mr. Zhang was interested by virtue of the SFO.
Save as disclosed above, the Directors were not aware of any other person (other than the directors and the chief executives of the Company) who, as at latest practicable date, had, or was deemed to have, interests or short positions in the Shares or underlying Shares, which would fall to be disclosed to the Company and the Stock Exchange under provisions of Divisions 2 & 3 of Part XV of the SFO.
On the above basis, the exercise of the Repurchase Mandate in full may give rise to an obligation to make a mandatory offer under 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 for the Substantial Shareholders to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.
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APPENDIX I
EXPLANATORY STATEMENT
The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.
6. SHARE REPURCHASES BY THE COMPANY
The Company has not repurchased any of its Shares (whether on GEM or otherwise) in the six months preceding the Latest Practicable Date.
7. SHARE PRICES
The table below is a summary of the highest and lowest prices at which Shares are traded on the Stock Exchange in each of the previous twelve calendar months prior to the Latest Practicable Date.
| | Highest Traded Price
HK$ | Lowest Traded Price
HK$ |
| --- | --- | --- |
| 2024 | | |
| May | 0.40 | 0.37 |
| June | 0.41 | 0.35 |
| July | 0.38 | 0.26 |
| August | 0.27 | 0.24 |
| September | 0.25 | 0.22 |
| October | 0.31 | 0.24 |
| November | 0.34 | 0.26 |
| December | 0.36 | 0.30 |
| 2025 | | |
| January | 0.37 | 0.35 |
| February | 0.36 | 0.27 |
| March | 0.34 | 0.30 |
| April | 0.31 | 0.22 |
| May | 0.24 | 0.18 |
| 1–2 June | 0.23 | 0.23 |
APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
The following are the particulars of the Director proposed to be re-elected at the AGM:
EXECUTIVE DIRECTOR
Mr. Chan Nap Kee, Joseph
Mr. Chan Nap Kee, Joseph, aged 64, is the interim chairman, member of Remuneration Committee and Nomination and Corporate Governance Committee of the Group. He was appointed as an executive director in September 2008. He was issued a Prejudice to Investors' Interests Statement by the Stock Exchange on 10 December 2024. For details, please refer to the Statement of Disciplinary Action issued by the Stock Exchange on 10 December 2024.
Mr. Chan has over 30 years of experience in commercial and investment banking, and asset management. From 1994 to now, Mr. Chan has been a founding partner of Oriental Patron Financial Group where he is also executive director of Oriental Patron Asia Limited and a non-executive director of Oriental Patron Securities Limited. From 19 February 2013 to 4 March 2016, he is the non-executive director and from 4 March 2016 to 14 November 2024, he is the independent non-executive director, member of each of Audit Committee, Remuneration Committee and Nomination Committee of North Asia Strategic Holdings Limited (Stock Code: 8080), a company listed on the GEM of the Stock Exchange. On social services, Mr. Chan is Chairman of Silk Road Economic Development Research Centre, Honorary Chairman of Hong Kong Energy, Mining and Commodities Association Limited, Vice Chairman of China Hong Kong Economic Trading International Association and Vice President of Federation of Hong Kong Hubei Association and Honorary Advisor of Xinjiang Association of Hong Kong.
He holds licenses respectively of Type 1 (dealing in securities), Type 6 (advising on corporate finance), and Type 9 (asset management) under the Securities and Futures Ordinance (cap. 571 of the Laws of Hong Kong).
A service contract has been entered into between the Company and Mr. Chan for three years from 1 January 2024. His annual salary for the year is HK$3,000,000. He is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the articles of association of the Company (the "Articles").
Save as disclosed above, as at the latest practicable date, Mr. Chan did not have any directorships held in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Save as disclosed above, Mr. Chan did not have any relationship with any directors, senior management, management shareholders or substantial or controlling shareholders of the Company as at the latest practicable date. As at the latest practicable date, Mr. Chan has interest in 167,263,298 shares of the Company, representing approximately $28.67\%$ of the issued share capital of the Company. Save as disclosed above, as at the latest practicable date, Mr. Chan did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Save as disclosed above, Mr. Chan is not aware of any matters that are required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the Listing rules and there are no other matters in relation to Mr. Chan that need to be brought to the attention of the Shareholders.
Mr. Yang Yongcheng
Mr. Yang Yongcheng, aged 55, is an interim executive director. He was appointed as an executive director in February 2009, and compliance officer with effect from 31 December 2016. He graduated from the Yikezhao League School of Finance (伊盟財經學校) in Inner Mongolia of the PRC and the China Central Radio & TV University, majoring in financial accounting. He holds an EMBA from the Zhongnan University of Economics and Law. He was issued a Prejudice to Investors' Interests Statement by the Stock Exchange on 10 December 2024. For details, please refer to the Statement of Disciplinary Action issued by the Stock Exchange on 10 December 2024.
Mr. Yang has been involved in senior positions for corporate management for a long period of time, has profound knowledge of the human and economic development environment in the Mengxi region of Inner Mongolia of the PRC, and possesses extensive experience in corporate investment, product and market development as well as operation of minerals enterprises.
No service contract has been entered into between the Company and Mr. Yang and there is no proposed length of service of Mr. Yang with the Company. He is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles. He is not entitled to receive any director's fee from the Company. He received an annual salary of HKD729,000 for the year ended 31 December 2024.
Save as disclosed above, as at the Latest Practicable Date, Mr. Yang did not have other major appointments and professional qualifications and any directorships held in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed above, Mr. Yang did not have any relationship with any directors, senior management, management shareholders or substantial or controlling shareholders of the Company as at the Latest Practicable Date. As at the latest practicable date, Mr. Yang has interest in 1,675,000 Shares, representing approximately $0.29\%$ of the issued share capital of the Company. Save as disclosed above, as at the Latest Practicable Date, Mr. Yang did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Yang is not aware of any matters that are required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the Listing rules and there are no other matters in relation to Mr. Yang that need to be brought to the attention of the Shareholders.
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NOTICE OF AGM
KAISUN HOLDINGS LIMITED
凱順控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8203)
NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at Unit B, 17/F, E Tat Factory Building, 4 Heung Yip Road, Wong Chuk Hang, Hong Kong on 30 June 2025 (Monday) at 9:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To receive and approve the audited consolidated financial statements together with the report of the directors and the independent auditor's report of the Company for the year ended 31 December 2024.
- To re-elect the retiring directors and to authorize the board of directors to fix the remuneration of the directors.
- To re-appoint the auditor and to authorize the board of directors to fix the remuneration of the auditor.
- To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
"THAT:
(a) subject to paragraph (c) below, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (the "GEM Listing Rules") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company and including any sale or transfer of treasury shares (within the meaning ascribed to it under the GEM Listing Rules which will come into effect on 11 June 2024)) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
- For identification purposes only
NOTICE OF AGM
(b) the approval in paragraph (a) above shall authorize the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital (including any treasury shares resold by the Company) allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares of the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time; or (iv) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company (excluding treasury shares, if any) as at the date of passing this Resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this Resolution,
“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the articles of association of the Company to be held; or
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to the holders of shares of the Company on the register on fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).
NOTICE OF AGM
- To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
“THAT:
(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose and to hold such shares so repurchased in treasury, subject to and in accordance with all applicable laws and the requirements of the GEM Listing Rules (as defined in ordinary resolution in item 4 of the notice convening the meeting) or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company which the Company is authorized to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company (excluding treasury shares, if any) as at the date of passing this Resolution; and the said approval shall be limited accordingly; and
(c) for the purposes of this Resolution,
“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the articles of association of the Company to be held; or
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
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NOTICE OF AGM
- To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
“THAT subject to the passing of Resolutions in items 4 and 5 of the notice convening the meeting, the general mandate granted to the directors of the Company to allot, issue and deal with additional shares pursuant to Resolution in item 4 of the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution in item 5 of the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company (excluding treasury shares, if any) as at the date of passing the said Resolution.”
By Order of the Board
CHAN Nap Kee, Joseph
Chairman
Dated 6 June 2025
NOTICE OF AGM
CLOSURE OF REGISTER OF MEMBERS FOR ANNUAL GENERAL MEETING
The Register will be closed during the following period, and no transfers of shares will be effected during such period:
The Register will be closed from Thursday, 26 June 2025 to Monday, 30 June 2025 (both days inclusive), during which period no share transfers will be effected. In order to determine the identity of the Shareholders who are entitled to attend the Company's forthcoming annual general meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 25 June 2025.
Notes:
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Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. For the avoidance of doubt, holders of treasury shares (if any) shall abstain from voting at the AGM of the Company.
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To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be deposited with the Hong Kong branch share registrars of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
This proxy form is published on the websites of the Company at www.kaisun.hk and HKEXnews at www.hkexnews.hk.
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With regard to item no. 2 in this notice, the board of directors of the Company proposes that the retiring Directors, namely, Mr. Chan Nap Kee, Joseph and Mr. Yang Yongcheng be re-elected as directors of the Company. Biographical details of these directors are set out in Appendix II to the Company's circular dated 6 June 2025.
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An explanatory statement as required by the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited in connection with the proposed repurchase mandate as ordinary resolution in item 5 above is set out in Appendix I to the Company's circular dated 6 June 2025.
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As at the date of this notice, the board of directors of the Company comprises two executive directors, namely, Mr. CHAN Nap Kee Joseph and Mr. YANG Yongcheng.