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Litu Holdings Limited Proxy Solicitation & Information Statement 2025
49624_rns_2025-04-24_7e354545-6117-4957-953c-7befa1924415.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares of Litu Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the 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.
LITU HOLDINGS LIMITED
力圖控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1008)
(1) PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE
BY THE COMPANY OF ITS OWN SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
(3) PROPOSED PAYMENT OF FINAL DIVIDEND; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company to be held at 3/F, 38 On Lok Mun Street, On Lok Tsuen, Fanling, New Territories, Hong Kong on Friday, 6 June 2025 at 11:00 a.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the annual general meeting is also enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and the Company at www.lituholdings.com.
Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. 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 adjournment thereof should you so wish.
25 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board 3
Introduction 3
General Mandate and Repurchase Mandate 4
Re-election of Directors 5
Proposed payment of Final Dividend 7
Closure of register of members 7
Action to be taken 8
Recommendation 8
General 8
Appendix I — Explanatory statement 9
Appendix II — Details of Directors proposed to be re-elected at the AGM 13
Notice of AGM 17
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held on Friday, 6 June 2025 to consider and, if thought fit, to approve, among other things, (i) the proposed grant of the General Mandate and the Repurchase Mandate; (ii) the proposed re-election of Directors; and (iii) the proposed payment of the Final Dividend (or any adjournment thereof)
"Articles of Association"
the articles of association of the Company, and “Article” shall mean an Article of the Articles of Association
"Board"
the board of Directors
"CCASS"
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
"close associate(s)"
has the meaning ascribed to this term under the Listing Rules
"Companies Act"
the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands
"Company"
Litu Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange
"controlling shareholder(s)"
has the same meaning ascribed to it under the Listing Rules, and for the context of this circular, shall mean Mr. Cai Xiao Ming, David, Sinorise International Limited and Profitcharm Limited
"core connected person"
has the same meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
"Final Dividend"
the final dividend for the year ended 31 December 2024
"General Mandate"
the general mandate proposed to be granted to the Directors at the AGM to allot, issue and otherwise deal with (including the resale and transfer of Treasury Shares) additional Shares up to a maximum of 20% of the total number of issued Shares (excluding Treasury Shares, if any) of the Company at the date of the passing of such resolution
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DEFINITIONS
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date” 16 April 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 Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Memorandum” the memorandum of association of the Company
“Repurchase Mandate” the repurchase mandate proposed to be granted to the Directors at the AGM to repurchase up to a maximum of 10% of the total number of issued Shares (excluding Treasury Shares, if any) of the Company at the date of passing such resolution
“SFO” the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)
“Share(s)” ordinary share(s) of HK$0.005 each in the share capital of the Company
“Shareholder(s)” holder(s) of the Share(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“substantial shareholder(s)” has the same meaning ascribed to it under the Listing Rules
“Takeovers Code” the Hong Kong Code on Takeovers and Mergers
“Treasury Shares” has the same meaning ascribed thereto under the Listing Rules
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong
“%” per cent.
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LETTER FROM THE BOARD
LITU HOLDINGS LIMITED
力圖控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1008)
Board of Directors
Executive Directors:
Mr. Huang Wanru (Chairman)
Ms. Chen Lin Lin Caddie
Non-executive Director:
Ms. Li Li
Independent non-executive Directors:
Mr. Lam Ying Hung, Andy
Mr. Lui Tin Nang
Mr. Siu Man Ho, Simon
Dr. Wan Xiaoxia
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:
3/F, 38 On Lok Mun Street
On Lok Tsuen, Fanling
New Territories
Hong Kong
25 April 2025
To the Shareholders
Dear Sir or Madam
(1) PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE
BY THE COMPANY OF ITS OWN SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
(3) PROPOSED PAYMENT OF FINAL DIVIDEND; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the AGM to be held at 3/F, 38 On Lok Mun Street, On Lok Tsuen, Fanling, New Territories, Hong Kong on Friday, 6 June 2025 at 11:00 a.m., resolutions will be proposed, among other matters:
(a) to grant the General Mandate to the Directors;
(b) to grant the Repurchase Mandate to the Directors;
LETTER FROM THE BOARD
(c) to increase the number of Shares to be allotted and issued under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate (excluding those held as Treasury Shares);
(d) to re-elect the Directors; and.
(e) to declare the Final Dividend.
The purposes of this circular are to provide you with information in relation to the resolutions to be proposed at the AGM for (i) the grant of the General Mandate and the Repurchase Mandate; (ii) the re-election of Directors; and (iii) the payment of the Final Dividend, and to give you the notice of the AGM.
GENERAL MANDATE AND REPURCHASE MANDATE
The General Mandate and the Repurchase Mandate shall be effective until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company; or
(b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands to be held; or
(c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.
General Mandate
The Company has in issue an aggregate of 1,567,884,634 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot, issue and deal with (including the resale and transfer of Treasury Shares) up to a maximum of 313,576,926 Shares, representing 20% of the aggregate total number of the issued Shares (excluding Treasury Shares, if any) at the time of the passing of the resolution approving the General Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM.
The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme as may be approved by the Shareholders.
Repurchase Mandate
Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
Dr. Wan Xiaoxia was appointed as independent non-executive Director with effect from 10 March 2025, details of such appointment are set out in the announcement of the Company dated 10 March 2025.
According to Article 83(3), any Director appointed by the Board to fill a casual vacancy on the Board shall hold office only until the next general meeting of the Company and shall then be eligible for re-election.
In accordance with Article 83(3), Dr. Wan Xiaoxia shall retire from her office as Director. Being eligible, Dr. Wan Xiaoxia would offer herself for re-election as independent non-executive Director. At the AGM, an ordinary resolution will be proposed to re-elect Dr. Wan Xiaoxia as independent non-executive Director.
According to Article 84(1), one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation at every annual general meeting of the Company. A retiring Director shall be eligible for re-election.
In accordance with Article 84(1), Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang shall retire from their offices as Director. Being eligible, each of Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang would offer himself for re-election as Director. At the AGM, an ordinary resolution will be proposed to re-elect each of Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang as independent non-executive Directors.
Particulars relating to Dr. Wan Xiaoxia, Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang are set out in Appendix II to this circular.
Nomination policy and process for the independent non-executive Directors
In reviewing the structure of the Board, the nomination committee of the Company (the "Nomination Committee") will consider the structure, size and diversity (including gender, age, cultural and educational background, length of service, skills, knowledge and experience etc.) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy. All appointments to the Board are based on meritocracy and the candidates will be assessed based on criteria such as education background and relevant skills and experience for consideration of the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition. As at the Latest Practicable Date, all three independent non-executive Directors, namely, Mr. Lam Ying Hung, Andy, Mr. Lui Tin Nang and Mr. Siu Man Ho, Simon, were appointed with effect from 4 March 2009 and have served on the Board for more than nine years.
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LETTER FROM THE BOARD
Particular attention was given to reviewing the independence and re-election of Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang, who were appointed as independent non-executive Directors on 4 March 2009 and have served in such role for more than nine years. Pursuant to the code provision B.2.3 of Corporate Governance Code as set out in Appendix C1 to the Listing Rules, if an independent non-executive Director has served more than nine years, such Director's further appointment should be subject to a separate resolution to be approved by Shareholders. Moreover, the accompanying circular proposing their re-election should include reasons why the Board or the Nomination Committee believe that such independent non-executive Director is still independent and should be re-elected, including the factors considered, the process and the discussion of the Board (or Nomination Committee) in arriving at such determination.
The Company considers that the diverse background of the existing independent non-executive Directors, their past or current positions and offices at other companies and organisations as well as their ongoing professional development and training would still enable them to bring new independent ideas and perspectives to the Board despite the length of their tenure. In addition, the Board considered that Dr. Wan Xiaoxia, who has been appointed as an independent non-executive Director on 10 March 2025, possesses a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company's business and this new addition would bring new perspectives and values to the Board.
In considering whether Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang are still independent, the Nomination Committee and the Board have taken into account their ability to act objectively and impartially and to provide an independent view in respect of the Company's matters. Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang have not engaged in any executive or daily management of the Company nor have they had any relationships with any Director, senior management or substantial or controlling shareholders of the Company, and there does not exist any circumstance which are expected to interfere with the exercise of their independent judgement. In addition, based on the confirmations of independence under Rule 3.13 of the Listing Rules from Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang, the Nomination Committee and the Board are of the opinion that they continue to fulfil the independence requirements.
The Nomination Committee and the Board also noted that Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang have devoted sufficient time and demonstrated the required attributes for the discharge of their duties as independent non-executive Directors. In view of Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang's years of experience in advising on the corporate finance, capital markets, securities, mergers and acquisitions, joint ventures and general commercial matters and have been acting as independent non-executive directors of various companies listed on the Stock Exchange, they have demonstrated their ability to provide sound advice and independent views on the Company's matters, including the Group's policies, risk management and corporate governance, which have made invaluable contribution to the Company.
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LETTER FROM THE BOARD
Taking into account the foregoing factors and the independent scope of work of Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang in the past years, the Board considers that going forward, Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang would remain independent under the Listing Rules despite the fact that they have served the Board for more than nine years. The Board also believes that the continued tenure of Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang will bring considerable stability to the Board and the Board has benefited greatly from the presence of Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang who have over time gained valuable insight into the Group. Based on the board diversity policy of the Company, the Board is of the view that Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang can contribute to the diversity of the Board, in particular, with their strong educational background and professional experience in their area of expertise, and the Board is of the opinion that Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang remain independent notwithstanding the length of their service and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning. Therefore, the Board considers that the re-election of Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang as independent non-executive Directors are in the best interest of the Company and the Shareholders as a whole.
The proposed re-election of Dr. Wan Xiaoxia, Mr. Lam Ying Hung, Andy and Mr. Lui Tin Nang as independent non-executive Directors will be subject to a separate resolution to be approved by the Shareholders at the AGM.
PROPOSED PAYMENT OF FINAL DIVIDEND
Subject to Shareholders' approval at the AGM, the Board has recommended the Final Dividend of HK2 cents per Share for the year ended 31 December 2024. The Final Dividend shall be payable to the Shareholders whose names appear on the register of members of the Company as at the close of business on Tuesday, 17 June 2025. Subject to the approval of the Shareholders at the AGM, the Final Dividend will be paid to the Shareholders on or about Monday, 30 June 2025.
CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 2 June 2025 to Friday, 6 June 2025 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the AGM, all transfer of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 30 May 2025.
For determining the entitlement to receive the proposed Final Dividend (subject to the approval by the shareholders at the AGM), the register of members will be closed from Friday, 13 June 2025 to Tuesday, 17 June 2025 (both days inclusive) during which period no transfer of shares will be effected. In order to qualify for the proposed Final Dividend, all transfers accompanied by the relevant share certificate must be lodged with the Company's share
LETTER FROM THE BOARD
registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 12 June 2025 for registration.
ACTION TO BE TAKEN
Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or adjournment thereof in person if you so wish.
All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.
Treasury Shares, if any and registered under the name of the Company, shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt, for the purpose of the Listing Rules, Treasury Shares, if any, pending withdrawal from and/or transferring through CCASS shall not bear any voting rights at the Company's general meeting(s).
RECOMMENDATION
The Directors believe that (i) the proposed grant of the General Mandate and the Repurchase Mandate; (ii) the extension of the General Mandate; (iii) the proposed re-election of Directors; and (iv) the payment of the Final Dividend, are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
GENERAL
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM. Your attention is drawn to the information set out in the appendices to this circular.
Yours faithfully
For and on behalf of the Board
Litu Holdings Limited
Huang Wanru
Chairman
APPENDIX I
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.
1. REPURCHASE OF SECURITIES FROM CONNECTED PARTIES
The Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a "core connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling his/her/its securities to the Company on the Stock Exchange.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is passed.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,567,884,634 fully paid Shares.
Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are to be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 156,788,463 fully paid Shares.
3. REASONS FOR THE REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. When exercising the Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchase, resolve to cancel the shares repurchased following settlement of any such repurchase or hold them as Treasury Shares. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share. On the other hand, Shares repurchased 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 of the Company, and the laws of the Cayman Islands. Repurchase of Shares will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.
The Directors have no present intention to cause the Company to repurchase any Shares and they would only exercise the power to do so under circumstances where they consider that doing so would be in the best interests of the Company and the Shareholders as a whole.
APPENDIX I
EXPLANATORY STATEMENT
4. FUNDING OF REPURCHASES
Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available under the Cayman Islands law and the memorandum and articles of association of the Company for such purpose.
An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2024, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.
For Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those shares were registered in the Company's own name as Treasury Shares, which may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will 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.
Shareholders and potential investors of the Company are advised to pay attention to any announcement to be published by the Company in the future, including but without limitation, any relevant next day disclosure return (which shall identify, amongst others, the number of repurchased shares that are to be held in treasury or cancelled upon settlement of such repurchase, and where applicable, the reasons for any deviation from the intention statement previous disclosed) and any relevant monthly return.
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APPENDIX I
EXPLANATORY STATEMENT
5. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 0.187 | 0.131 |
| May | 0.159 | 0.131 |
| June | 0.144 | 0.125 |
| July | 0.132 | 0.130 |
| August | 0.160 | 0.128 |
| September | 0.170 | 0.148 |
| October | 0.193 | 0.162 |
| November | 0.170 | 0.157 |
| December | 0.173 | 0.144 |
| 2025 | | |
| January | 0.172 | 0.146 |
| February | 0.162 | 0.142 |
| March | 0.310 | 0.148 |
| April (up to the Latest Practicable Date) | 0.25 | 0.212 |
6. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM and exercised.
The Directors, so far as the same may be applicable, will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands. Neither the explanatory statement in this Appendix I nor the Repurchase Mandate has any unusual features.
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.
APPENDIX I
EXPLANATORY STATEMENT
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 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, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.
If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge of the Directors, Mr. Cai Xiao Ming, David and Ms. Li Li are entitled to exercise and/or control the exercise of 57.50% and 15.98% of the voting rights in the general meetings of the Company respectively. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the voting rights of Mr. Cai Xiao Ming, David and Ms. Li Li in the Company would increase to approximately 63.88% and 17.76% respectively. Such increase will not give rise to an obligation on either of them to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code. The Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any purchase made under the Repurchase Mandate.
The Directors will not exercise the Repurchase Mandate to such an extent that would result in the amount of Shares held by the public being reduced to less than 25%.
- SHARES REPURCHASES MADE BY THE COMPANY
Neither the Company nor any of its subsidiaries has repurchased any of the Company's listed securities during the six months immediately prior to the Latest Practicable Date.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
The details of the Directors who will retire from office by rotation at the AGM and being eligible, would offer themselves for re-election at the AGM, are set out below:
Dr. Wan Xiaoxia (萬曉霞) — Independent Non-executive Director
Dr. Wan Xiaoxia (萬曉霞), aged 59, is currently a professor and doctoral supervisor at Wuhan University. She obtained a Bachelor of Engineering in Cartography degree from Wuhan Technical University of Surveying and Mapping in 1986, a Master of Engineering in Geographic Information Systems degree from Wuhan Technical University of Surveying and Mapping in 1995, a Doctorate of Engineering in Cartography and Geographic Information from Wuhan University in 2002. From 2004 to 2006, she was a senior visiting scholar at California State University, Los Angeles, and Munsell Color Science Laboratory, Rochester Institute of Technology in the United States of America.
Prior to being a professor, subject director of printing engineering and doctoral supervisor at Wuhan University since 2000, Dr. Wan was an assistant lecturer of the Department of Cartography of Wuhan Technical University of Surveying and Mapping from 1986 to 1992, a lecturer of the School of Printing Engineering of the Wuhan Technical University of Surveying and Mapping from 1992 to 1996, and an associate professor of the School of Printing Engineering of the Wuhan Technical University of Surveying and Mapping from 1996 to 2000.
During her career, Dr. Wan has undertaken over 100 national, provincial or enterprise scientific research projects, authored or co-authored over a hundred academic papers, including textbooks, obtained over a dozen national invention patents in the People's Republic of China. She was awarded a first prize for the Hubei Teaching Achievement (provincial level) in respect of innovation and practice of open and international talent training model for printing engineering major in 2008, the National Bi Sheng Newcomer Award (全國舉昇新人獎) in 2009, the National News and Publishing Industry Leading Talent (全國新聞出版行業領軍人才) (from formerly the State Administration of Press and Publication (國家新聞出版署)) in 2013, the Wuhan Huanghe Talent (武漢市黃鶴英才) (from the Wuhan Municipal Organisation Department (武漢市委組織部)) in 2014, a second prize for the "Light of Textile" 2016 China Textile Industry Federation Science and Technology Award (provincial level) in respect of key technology and industrialisation of full-colour yarn manufacturing with primary fibre blending in 2016, the second prize for the Excellent Academic Achievement Award in the protection science and technology category from the Dunhuang Research Academy (敦煌研究院) in 2017, a first prize for the Hubei Teaching Achievement (provincial level) in respect of reform of innovative practical ability training model for the integration of traditional media and emerging media technologies in 2018, and a second prize for the Hubei Science and Technology Progress Award (provincial level) in respect of key technology and application of colour reproduction based on spectrum in 2020.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
She is currently the Deputy Director of the Light Industry Teaching Steering Committee of Higher Education of the Ministry of Education (教育部高等學校輕工類教學指導委員會), a Member of the National Printing Standardisation Committee (全國印刷標準化技術委員會), a Member of the National Color Standardisation Committee (全國顏色標準化技術委員會), an associate of the Hong Kong Printing and Media Professionals Association (IPP), the Vice President of the Sixth Council of the Hubei Printing Association (湖北省印刷協會), a senior member of the China Printing Technology Association (中國印刷技術協會), a distinguished professor of Wuhan Polytechnic University, a visiting professor of Hunan University, and an adjunct professor of Wuhan Vocational and Technical College of Information and Communication.
Dr. Wan has been an independent director of Hubei Hongyu New Packaging Materials Co. Ltd., a company listed on the Beijing Stock Exchange (stock code: 837174), since 26 December 2023.
Dr. Wan has entered into a letter of appointment with the Company for a term of three years commencing on 10 March 2025, subject to retirement by rotation and eligibility for re-election at general meetings in accordance with the articles of association of the Company. The appointment of Dr. Wan as an independent non-executive Director may be terminated by three (3) months' notice in writing served by either party on the other. Dr. Wan is entitled to a director's fee of HK$240,000 per annum, which has been reviewed and recommended by the remuneration committee of the Company with reference to the prevailing market rate and her duties and responsibilities in the Group, and which terms were approved by the Board.
Save as disclosed above, as at the Latest Practicable Date, Dr. Wan (i) does not hold any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) does not hold any other position with the Company and other members of the Group; (iii) does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong); and (iv) does not have relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.
Save as disclosed above, there are no other matters concerning Dr. Wan that need to be brought to the attention of the Shareholders nor is there any information relating to Dr. Wan that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II
DETAILS OF DIRECTORS
PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. LAM Ying Hung (林英鴻) — Independent Non-executive Director
Mr. LAM Ying Hung, Andy (林英鴻), aged 60, was appointed as an Independent Non-Executive Director on 4 March 2009. Mr. Lam is the chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company. Mr. Lam has over 25 years of experience in accounting, banking and finance sectors. Mr. Lam is the Managing Consultant of Lontreprise Consulting Limited. Mr. Lam is an associate member of various professional organisations, namely The Institute of Chartered Secretaries and Administrators, The Hong Kong Institute of Company Secretaries and The Hong Kong Institute of Bankers. Mr. Lam is also a fellow member of the Association of Chartered Certified Accountants and a Certified Public Accountant of Hong Kong Institute of Certified Public Accountants ("HKICPA"). Mr. Lam is an Independent Non-executive Director of Xingfa Aluminium Holdings Limited, a company listed on the Main Board of the Stock Exchange. Mr. Lam received his Master of Professional Accounting and Master of Science in E-commerce for Executives both from The Hong Kong Polytechnic University.
Mr. Lam has renewed his appointment for a fixed term of three years commencing from 30 March 2024 and his annual director's fee is HK$240,000 which was determined by the Company with reference to the duties and level of responsibilities and the remuneration policy of the Company and the then prevailing market conditions.
As at the Latest Practicable Date, Mr. Lam did not have any interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above and as at the Latest Practicable Date, Mr. Lam (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior management, substantial shareholder (as defined in the Listing Rules) or controlling shareholder of the Company; and (iii) has not held any other directorships in listed public companies in the past three years.
Save as disclosed above, there are no other matters concerning Mr. Lam that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Lam that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
APPENDIX II
DETAILS OF DIRECTORS
PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. LUI Tin Nang (吕天能) — Independent Non-executive Director
Mr. LUI Tin Nang (吕天能), aged 67 was appointed as an Independent Non-Executive Director on 4 March 2009. Mr. Lui is the chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination Committee of the Company. Mr. Lui has a Bachelor degree in Science from the University of Leeds, a Master Degree in Business Administration from the University of Bradford in United Kingdom and a Postgraduate Diploma in insolvency from HKICPA. He is a fellow member of the HKICPA (Practicing), the Institute of Chartered Accountants in England & Wales, the Taxation Institute of Hong Kong, and The Society of Chinese Accountants and Auditors. He is also a member of the Chartered Institute of Management Accountant, Institute of Certified Public Accountants in Australia and the Certified Tax Adviser. He has years of experience in accounting, auditing, taxation, corporate finance and business advisory. Mr. Lui was publicly censured by the Stock Exchange on 15 July 2019 for certain breaches and he was reprimanded by the Hong Kong Institute of Certified Public Accountants on 2 November 2020 for failure to comply with certain rules and practice note. Details of the above are set out in the announcements of the Company dated 9 August 2019 and 21 April 2021.
Mr. Lui has renewed his appointment for a fixed term of three years commencing from 30 March 2024 and his annual director's fee is HK$240,000 which was determined by the Company with reference to the duties and level of responsibilities and the remuneration policy of the Company and the then prevailing market conditions.
As at the Latest Practicable Date, Mr. Lui did not have any interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above and as at the Latest Practicable Date, Mr. Lui (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior management, substantial shareholder (as defined in the Listing Rules) or controlling shareholder of the Company; and (iii) has not held any other directorships in listed public companies in the past three years.
Save as disclosed above, there are no other matters concerning Mr. Lui that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Lui that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
NOTICE OF AGM
LITU HOLDINGS LIMITED
力圖控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1008)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Litu Holdings Limited (the "Company") will be held at 3/F, 38 On Lok Mun Street, On Lok Tsuen, Fanling, New Territories, Hong Kong on Friday, 6 June 2025 at 11:00 a.m. to transact the following ordinary business:
-
to receive and consider the audited consolidated financial statements and reports of the directors (the "Directors") and auditors of the Company for the year ended 31 December 2024;
-
to declare a final dividend for the year ended 31 December 2024 of HK2 cents per share (each a "Share") of HK$0.005 in the capital of the Company;
-
(a) to re-elect Dr. Wan Xiaoxia as independent non-executive Director;
(b) to re-elect Mr. Lam Ying Hung, Andy (who has served for more than nine years) as independent non-executive Director;
(c) to re-elect Mr. Lui Tin Nang (who has served for more than nine years) as independent non-executive Director; and
(d) to authorise the board of Directors to fix the Directors' remuneration;
- to re-appoint auditors and to authorise the board of Directors to fix their remuneration;
and, as special business and, if thought fit, passing the following resolutions as ordinary resolutions:
- "THAT:
(a) subject to paragraph (c) below, pursuant to the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued Shares, to sell and/or transfer Shares out of treasury that are held as Treasury Shares (as defined in the Listing Rules), and
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NOTICE OF AGM
to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with and Treasury Shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares (including the sale and/or transfer of any Shares out of treasury that are held as Treasury Shares) in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any 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, shall not exceed the aggregate of 20 per cent. of the total number of the Shares in issue (excluding Treasury Shares, if any) on the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of 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 the articles of association of the Company or any applicable law of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
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NOTICE OF AGM
"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for 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 Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
- "THAT:
(a) the exercise by the Directors during the Relevant Period of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the total number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10 per cent. of the aggregate number of the issued Shares (excluding Treasury Shares (as defined in the Listing Rules), if any) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution, "Relevant Period" means the period from the date of 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 the articles of association of the Company or any applicable law of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this resolution."
NOTICE OF AGM
- “THAT subject to the ordinary resolutions nos. 5 and 6 above being duly passed, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with unissued Shares, to sell and/or transfer Shares out of treasury that are held as Treasury Shares, pursuant to resolution no. 5 above be and is hereby extended by the addition thereon of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this resolution, provided that such amount shall not exceed 10 per cent. of the total number of the issued Shares (excluding Treasury Shares, if any) on the date of the passing of resolution no. 6.”
By order of the Board
Litu Holdings Limited
Huang Wanru
Chairman
Hong Kong, 25 April 2025
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:
3/F, 38 On Lok Mun Street
On Lok Tsuen, Fanling
New Territories
Hong Kong
Notes:
-
A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.
-
In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the offices of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.
-
The Board has recommended the payment of a final dividend for the year ended 31 December 2024 of HK2 cents per Share and, if such dividend is declared by the members passing resolution no. 2, it is expected to be paid on or about Monday, 30 June 2025 to those shareholders whose names appeared on the Company's register of members on Tuesday, 17 June 2025.
-
For determining the entitlement to attend and vote at the annual general meeting, the register of members of the Company will be closed from Monday, 2 June 2025 to Friday, 6 June 2025 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the annual general meeting, all transfer of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 30 May 2025.
-
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NOTICE OF AGM
-
For determining the entitlement to receive the proposed final dividend, the register of members of the Company will be closed from Friday, 13 June 2025 to Tuesday, 17 June 2025 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to receive the proposed final dividend, all transfer of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 12 June 2025.
-
In relation to proposed resolutions nos. 5 and 7 above, approvals are being sought from the shareholders of the Company for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Listing Rules. The Directors have no immediate plans to issue any Shares other than the Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme as may be approved by shareholders of the Company.
-
In relation to proposed resolution no. 6 above, the Directors wish to state that they shall exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of the Company dated 25 April 2025.
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If a black rainstorm warning signal is in force or a tropical cyclone warning signal no. 8 or above is hoisted in Hong Kong or "extreme conditions" caused by a super typhoon at 8:00 a.m. on the day of the annual general meeting, the annual general meeting will be adjourned. The Company will publish an announcement on its website (www.lituholdings.com) and the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) to notify shareholders of the date, time and venue of the adjourned meeting.
Shareholders should decide on their own whether they would attend the annual general meeting under bad weather conditions having regard to their own situations. Shareholders may contact the Company's Hong Kong branch share registrar's customer service hotline at (852) 2980 1333 during business hours (9:00 a.m. to 6:00 p.m. Monday to Friday, excluding Hong Kong public holidays) for the meeting arrangements.
As at the date of this notice, the Board comprises two executive Directors, namely, Mr. Huang Wanru (Chairman) and Ms. Chen Lin Lin Caddie, one non-executive Director, namely, Ms. Li Li, and four independent non-executive Directors, namely, Mr. Lui Tin Nang, Mr. Lam Ying Hung, Andy, Mr. Siu Man Ho, Simon and Dr. Wan Xiaoxia.
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