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Longfor Group Holdings Limited — Proxy Solicitation & Information Statement 2025
Apr 25, 2025
49591_rns_2025-04-24_8c0cd6c6-0ab4-4f09-9c84-7e4225c97bfb.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Longfor Group Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
LONGFOR
龙湖
LONGFOR GROUP HOLDINGS LIMITED
龍湖集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 960)
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND
SELL TREASURY SHARES AND
TO REPURCHASE SHARES, RE-ELECTION OF RETIRING
DIRECTORS, DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the annual general meeting of the Company ("AGM" or "Annual General Meeting" or "Meeting") to be held by way of electronic means on Wednesday, 18 June 2025 at 2:30 p.m. is set out in this circular on pages 16 to 21.
A form of proxy is enclosed with this circular. Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire.
Hong Kong, 25 April 2025
CONTENTS
Page
Definitions 1
Letter from the Chairman
Introduction 3
General Mandate to Issue Shares and Sell Treasury Shares 4
General Mandate to Repurchase Shares 4
Re-election of the retiring Directors 5
Declaration of Final Dividend 5
Annual General Meeting 6
Responsibility Statement 7
Closure of Register of members 7
Recommendation 7
Further Information 7
Appendix I — Explanatory statement 8
Appendix II — Details of Directors proposed to be re-elected 12
Notice of Annual General Meeting 16
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be convened and held by way of electronic means at 2:30 p.m. on Wednesday, 18 June 2025
"Articles of Association"
the amended and restated articles of association of the Company as amended, supplemented or modified from time to time
"Board"
the board of directors of the Company
"CCASS"
has the meaning ascribed to it under the Listing Rules
"Company"
Longfor Group Holdings Limited, an exempted company incorporated in the Cayman Islands on 21 December 2007 with limited liability, with its Shares listed on the Stock Exchange
"Director(s)"
the director(s) of the Company
"Group"
the Company together with its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"
17 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"PRC"
the People's Republic of China
"RMB"
Renminbi, the lawful currency of PRC
"Repurchase Resolution"
the proposed ordinary resolution as referred to in ordinary resolution no. 6 of the notice of the Annual General Meeting
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DEFINITIONS
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase during the period as set out in the Repurchase Resolution, up to a maximum of 10% of the total number of issued shares of the Company (excluding Treasury Shares, if any) as at the date of passing the Repurchase Resolution
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or modified from time to time
"Share(s)"
share(s) of HK$0.10 each in the share capital of the Company
"Shareholder(s)"
registered holder(s) of Share(s)
"Share Issue Mandate"
a general mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with Shares and/or to sell or transfer Treasury Shares (if any) during the period as set out in the proposed ordinary resolution as referred to in ordinary resolution no. 5, up to a maximum of 20% of the total number of issued shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the resolution approving the Share Issue Mandate
"Share Repurchase Rules"
the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Codes on Takeovers and Mergers
"Treasury Shares"
has the meaning ascribed to it under the Listing Rules
"US$"
the lawful currency of United State of America
"%"
per cent.
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LETTER FROM THE CHAIRMAN
LONGFOR
龙湖
LONGFOR GROUP HOLDINGS LIMITED
龍湖集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 960)
Executive Directors:
Mr. Chen Xuping
(Chairman and Chief Executive Officer)
Mr. Zhao Yi (Chief Financial Officer)
Mr. Zhang Xuzhong
Ms. Shen Ying
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Non-executive Director:
Ms. Sun Jiahui
Principal Place of Business in Hong Kong:
15th Floor
1 Duddell Street
Central, Hong Kong
Independent Non-executive Directors:
Mr. Frederick Peter Churchouse
Mr. Chan Chi On, Derek
Mr. Xiang Bing
Mr. Leong Chong
25 April 2025
To the Shareholders,
Dear Sir or Madam,
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND
SELL TREASURY SHARES AND
TO REPURCHASE SHARES, RE-ELECTION OF RETIRING
DIRECTORS, DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to the granting to the Directors of the Share Issue Mandate, the Repurchase Mandate and the extension of the Share Issue Mandate, the re-election of retiring Directors and the declaration of final dividend, to seek your approval of the relevant resolutions relating to these matters at the Annual General Meeting, and to give you a notice of the AGM.
LETTER FROM THE CHAIRMAN
GENERAL MANDATE TO ISSUE SHARES AND SELL TREASURY SHARES
On 18 June 2024, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Share Issue Mandate to be proposed at the Annual General Meeting.
As at the Latest Practicable Date, the issued share capital of the Company comprised 6,987,179,462 Shares. Subject to the passing of the resolution approving the Share Issue Mandate and on the basis that no further Shares are issued prior to the Annual General Meeting, the Company would be allowed under the resolution approving the Share Issue Mandate to allot, issue and deal with a maximum of 1,397,435,892 Shares and/or to sell or transfer Treasury Shares (if any) representing not more than 20% of the total number of issued shares of the Company (excluding Treasury Shares, if any) as at the Latest Practicable Date.
Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in ordinary resolutions as referred to in resolutions nos. 5 and 7 respectively of the notice of the Annual General Meeting.
GENERAL MANDATE TO REPURCHASE SHARES
On 18 June 2024, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting.
As at the Latest Practicable Date, the issued share capital of the Company comprised 6,987,179,462 Shares. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of passing the Repurchase Resolution, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate as at the date of passing the Repurchase Resolution will be 698,717,946 Shares representing not more than 10% of the total number of issued shares of the Company (excluding Treasury Shares, if any) as at the Latest Practicable Date.
An explanatory statement as required under the Share Repurchase Rules to provide the Shareholders with the requisite information necessary to enable them to make an informed decision on whether to vote for or against the resolution in respect of the Repurchase Mandate is set out in the Appendix I to this circular.
LETTER FROM THE CHAIRMAN
RE-ELECTION OF THE RETIRING DIRECTORS
The Board currently comprises nine Directors, of which four are executive Directors, namely Mr. Chen Xuping, Mr. Zhao Yi, Mr. Zhang Xuzhong and Ms. Shen Ying; of which, one is non-executive Director, namely Ms. Sun Jiahui; and four are independent non-executive Directors, namely Mr. Frederick Peter Churchouse, Mr. Chan Chi On, Derek, Mr. Xiang Bing and Mr. Leong Chong.
Pursuant to Article 84 of the Articles of Association, Mr. Zhao Yi, Ms. Shen Ying and Mr. Leong Chong will retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election. Pursuant to Article 83(3) of the Articles of Association, Ms. Sun Jiahui will retire by rotation at the Annual General Meeting and, being eligible, offer herself for re-election.
Details of the retiring Directors proposed to be re-elected in the Annual General Meeting are set out in the Appendix II to this circular.
DECLARATION OF FINAL DIVIDEND
As stated in the Company's announcement dated 28 March 2025, the Board recommends the payment of a final dividend of RMB0.10 per Share for the year ended 31 December 2024. Subject to the approval by the Shareholders at the Annual General Meeting, the proposed final dividend is expected to be paid on Friday, 26 September 2025 to the Shareholders whose names are on the registers of members of the Company on Wednesday, 20 August 2025.
Eligible Shareholders will be given an option to elect to receive the final dividend all in cash or all in new Shares or partly in new Shares and partly in cash (the "Scrip Dividend Scheme").
The Scrip Dividend Scheme is subject to (1) the approval of the proposed final dividend by the shareholders of the Company at the AGM; (2) the Stock Exchange granting the listing of and permission to deal in the new Shares to be issued pursuant thereto; and (3) where necessary, the whitewash waiver granted by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission or any of his/her delegate.
A circular containing full details of the Scrip Dividend Scheme together with the relevant form of election will be sent to the shareholders of the Company on or around Wednesday, 27 August 2025. It is expected that the final dividend warrants and certificates for the new Shares (in case the eligible shareholders have elected to receive part or all their final dividend in the form of new Shares) will be dispatched to the shareholders of the Company on Friday, 26 September 2025.
LETTER FROM THE CHAIRMAN
ANNUAL GENERAL MEETING
A notice convening the AGM to be held by way of electronic means on Wednesday, 18 June 2025 at 2:30 p.m. is set out on pages 16 to 21 of this circular.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of poll by the Shareholders.
Registered Shareholders are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairman of the AGM) for the proxy to receive the login access code to participate online in Vistra eVoting Portal.
Registered Shareholders will be able to attend the AGM, vote and submit questions online via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company.
Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the AGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the "Intermediary") and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the AGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary. Details regarding the eVoting Portal including the login details will be emailed to them by the Company's branch share registrar, Tricor Investor Services Limited.
If any Shareholder has any question on the arrangements of the AGM, please contact Tricor Investor Services Limited, the Company's branch share registrar and transfer office, at the following:
Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
Email: [email protected]
Telephone: (852) 2980-1333
(From 9:00 a.m. to 5:00 p.m. Monday to Friday,
excluding Hong Kong public holidays)
- 6 -
LETTER FROM THE CHAIRMAN
A form of proxy for use by Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Friday, 13 June 2025 to Wednesday, 18 June 2025, both dates inclusive, for the purpose of ascertaining the Shareholders' entitlement to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 12 June 2025.
RECOMMENDATION
The Directors believe that the proposed resolutions referred to in this circular and the notice of Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions to be proposed at the Annual General Meeting to give effect to them.
FURTHER INFORMATION
Your attention is drawn to the Appendices to this circular.
Yours faithfully
By Order of the Board
Longfor Group Holdings Limited
Chen Xuping
Chairman
APPENDIX I
EXPLANATORY STATEMENT
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.
This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the Repurchase Resolution.
1. SHAREHOLDERS' APPROVAL
The Listing Rules provide that all on-market shares repurchased by company with its primary listing on the Stock Exchange must be of fully paid up shares and all share repurchases by such company must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval in relation to specific transactions.
Such authority may only continue in force during the period from the passing of the resolution in respect of the Repurchase Resolution until the earlier of: (i) the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of such authority by ordinary resolution of the shareholders of the Company in general meeting; and (iii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum of association and articles of association of the Company or any applicable law to be held.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 6,987,179,462 Shares.
Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 698,717,946 Shares representing not more than 10% of the total number of issued shares of the Company as at the Latest Practicable Date.
3. REASONS FOR REPURCHASES
Although the Directors have no present intention of repurchasing any Shares, the Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.
Subject to the compliance with the Listing Rules and all applicable laws and regulations, the Company may cancel any shares it repurchased and/or hold such shares as treasury shares for subsequent sale or transfer subject to consideration of factors including market conditions and the Group's capital management needs at the relevant time of the repurchases.
APPENDIX I
EXPLANATORY STATEMENT
4. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds entirely from the Company’s available cashflow or working capital facilities which will be legally available for such purpose in accordance with its memorandum of association, the Articles of Association, the Companies Act of the Cayman Islands and any other applicable law.
There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the Company’s annual report for the year ended 31 December 2024 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. 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 the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. SHARES PRICES
The table below is a summary of the monthly highest and lowest traded prices in each of the previous twelve months preceding the Latest Practicable Date:
| Shares Traded Price | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 12.26 | 8.89 |
| May | 15.54 | 11.34 |
| June | 13.24 | 10.66 |
| July | 11.68 | 9.60 |
| August | 10.18 | 8.14 |
| September | 17.00 | 7.51 |
| October | 20.15 | 11.66 |
| November | 15.10 | 10.30 |
| December | 13.16 | 9.89 |
| 2025 | ||
| January | 10.56 | 9.05 |
| February | 11.76 | 9.28 |
| March | 11.68 | 9.72 |
| April (up to the Latest Practicable Date) | 11.08 | 8.87 |
APPENDIX I
EXPLANATORY STATEMENT
6. UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the memorandum of association and articles of association of the Company, the laws of Hong Kong and the applicable laws of the Cayman Islands.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.
No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
For the Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company has 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. The Company has implemented the following measures: (i) the Company would procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited (HKSCC) to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company would withdraw the Treasury Shares from CCASS, and either re-register them in the Company's 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.
7. EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT
If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the 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(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
APPENDIX I
EXPLANATORY STATEMENT
According to the disclosure of interests dated 2 October 2024, Charm Talent International Limited (“Charm Talent”) was interested in an aggregate of 3,074,932,676 Shares, representing approximately 44.01% of the issued share capital of the Company as at the Latest Practicable Date. Based on such shareholding and in the event that the Directors exercised in full the power to repurchase Shares pursuant to the Repurchase Mandate, the shareholding of Charm Talent would be increased to approximately 48.90% of the issued share capital of the Company. Accordingly, Charm Talent would be required under Rule 26 of the Takeovers Code to make a mandatory offer in respect of all the issued Shares by reason of such increase. However, the Directors will not repurchase Shares to such an extent as would result in takeover obligations. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate.
The Directors will use their best endeavours to ensure that the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than the amount of public float as required under the Listing Rules.
8. SHARES REPURCHASE MADE BY THE COMPANY
The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
The following are the particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting in accordance with the Articles of Association:
Mr. Zhao Yi (“Mr. Zhao”), aged 48, was appointed as an executive Director of the Company on 18 March 2015. He currently serves as the Chief Financial Officer of the Group and is a member of the investment committee. Mr. Zhao graduated from Zhongnan University of Economics and Law (中南財經政法大學), majoring in international accounting, and earned a bachelor’s degree in business administration. He is a member of the China Institute of Certified Public Accountants.
Mr. Zhao joined the Group in 2006 and has held various key positions, including senior manager of Chongqing Company, financial controller of Chengdu Company, Head of the Financial Management Centre, and general manager of the Department of Finance of the Group. Prior to joining the Group, he worked at Pan-China (Chongqing) Certified Public Accountants (重慶天健會計師事務所). Mr. Zhao also serves as a director of certain subsidiaries of the Group.
Mr. Zhao first entered into a service contract as an executive Director with the Company on 18 March 2015. His current term commenced on 18 March 2024 and will last for three years. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company, in accordance with the Articles of Association. For the year ended 31 December 2024, Mr. Zhao received total emoluments of approximately RMB 17,644,000. However, he did not receive any director’s fee for the said year. Mr. Zhao’s emoluments were determined by the Board of directors, based on the recommendations of the remuneration committee of the Company, with reference to prevailing market rates.
As at the Latest Practicable Date, Mr. Zhao has personal interest in 2,251,460 Shares and he has interest in 8,756,494 Shares granted under a restricted share award scheme through a trust within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Zhao (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.
Save as disclosed above, Mr. Zhao has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules in relation to his re-election as Director.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Ms. Shen Ying (“Ms. Shen”), aged 49, was appointed as an executive Director of the Company on 28 October 2022. She is also a member of the remuneration committee and the environmental, social, and governance committee of the Company. Ms. Shen has served as the general manager of the Human Resources Department of the Group since October 2016 and has been the chairperson of Longfor Foundation since September 2020. She obtained a bachelor’s degree in economics from Shanghai University (上海大學) in July 1998 and a master of business administration (MBA) degree from Boston College in May 2004. Prior to joining the Group, Ms. Shen worked at General Electric and CHP. She is also a director of certain subsidiaries of the Group.
Ms. Shen has entered into a service contract as an executive Director with the Company for a term of three years, commencing from October 28, 2022. She is also subject to retirement by rotation and re-election at the annual general meeting of the Company, in accordance with the Articles of Association. For the year ended 31 December 2024, Ms. Shen received total emoluments of approximately RMB 12,819,000. However, she did not receive any director’s fee for the said year. Ms. Shen’s emoluments were determined by the Board of Directors based on the recommendations of the remuneration committee of the Company, with reference to the prevailing market rates.
As at the Latest Practicable Date, Ms. Shen has personal interest in 555,776 Shares. She is deemed to be interested in 29,000 shares of the Company through her spouse and she has interest in 4,723,669 Shares granted under a restricted share award scheme through a trust within the meaning of Part XV of the SFO.
Save as disclosed above, Ms. Shen (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.
Save as disclosed above, Ms. Shen has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant Rule 13.51(2)(h) to (v) of the Listing Rules in relation to her re-election as Director.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Ms. Sun Jiahui, aged 36, was appointed as a non-executive Director, a member of the Nomination Committee, the Remuneration Committee and the Investment Committee of the Company on March 28, 2025. Ms. Sun obtained a bachelor's degree in Law from Tsinghua University of China in June 2010 and a master's degree in Law from Georgetown University Law Center in May 2011. Ms. Sun was admitted to the New York State bar in March 2013, and obtained the legal professional qualification certificate issued by the Ministry of Justice of the PRC in March 2014. From 2012, Ms. Sun has held positions at several law firms and companies, including King & Wood Mallesons, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP Beijing Representative Office, Beijing Shuanghu Investment Management Co., Ltd., serving as a lawyer or a legal director. She is also a director of certain subsidiaries of the Group.
Ms. Sun has entered into a service contract as a non-executive Director with the Company for a term of 3 years, commencing from 28 March 2025. She is also subject to retirement by rotation and re-election at the annual general meeting of the Company, in accordance with the Articles of Association of the Company. Under the service contract, Ms. Sun will receive director's fees of HK$400,000 per annum. Ms. Sun's director's emoluments were determined by the Board based on the recommendations of the remuneration committee of the Company, with reference to the prevailing market rate for her positions.
As at the Latest Practicable Date, Ms. Sun does not have personal interests in any Shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, (i) Ms. Sun has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the shares of the Company within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.
Save as disclosed above, Ms. Sun has confirmed that there is no other information required to be brought to the attention of the shareholders and the Company or to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules in relation to her re-election as director of the Company.
Mr. Leong Chong ("Mr. Leong"), aged 59, was appointed as an independent non-executive Director of the Company on 1 January 2023. He is also the chairman of the remuneration committee of the Company. Mr. Leong obtained a bachelor's degree in computer science from the University of California, Berkeley in the United States in December 1990. From July 1997 to June 2000, he worked as an analyst in the Equity Research Division of Morgan Stanley Dean Witter. From June 2000 to October 2001, he served as director of the Equity Research Department of Credit Suisse First Boston (Hong Kong) Limited. From June 2002 to September 2015, Mr. Leong worked at Morgan Stanley Asia Limited as the managing director of the Investment Banking Division. From December 2016 to March 2019, he served as Deputy General Manager of S.F. Holding Co., Ltd. (顺豐控股股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002352.SZ). Since November 2019 and April 2020, respectively, Mr. Leong has been appointed as an independent non-executive director of JY Grandmark Holdings Limited (景業名邦集團控股有限公司) (a company listed on the Stock Exchange, stock code: 2231) and Central China New Life Limited (建業新生活有限公司) (a company listed on the Stock Exchange, stock code: 9983).
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Leong has entered into a service contract as an independent non-executive Director with the Company for a term of three years, commencing from 1 January 2023. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company, in accordance with the Articles of Association of the Company. Under the service contract, Mr. Leong will receive director's fees of HK$400,000 per annum. Mr. Leong's director's emoluments were determined by the Board based on the recommendations of the Remuneration Committee of the Company, with reference to the prevailing market rate for his position.
As at the Latest Practicable Date, Mr. Leong is deemed to be interested in 200,000 shares of the Company through his spouse, and he owns $1,500,000 interest in senior notes issued by the Company in 2018 and $2,500,000 interest in senior notes issued in 2019 through his spouse as the beneficial owner pursuant to Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").
Save as disclosed above, (i) Mr. Leong has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the shares of the Company within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.
Mr. Leong has confirmed (i) his independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules, (ii) that he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined under the Listing Rules) of the Company; and (iii) that there are no other factors that may affect his independence as at the time of his appointment.
Save as disclosed above, Mr. Leong has confirmed that there is no other information required to be brought to the attention of the shareholders and the Company or to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules in relation to his re-election as director of the Company.
- For identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
LONGFOR
龙湖
LONGFOR GROUP HOLDINGS LIMITED
龍湖集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 960)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Longfor Group Holdings Limited (the "Company") will be held at 2:30 p.m., on Wednesday, 18 June 2025 electronically, for the purpose of considering and, if thought fit, to pass with or without amendments, the following resolutions:
ORDINARY RESOLUTIONS
- To receive and consider the audited consolidated financial statements, the report of the directors and the independent auditor's report for the year ended 31 December 2024;
- To declare a final dividend of RMB0.10 per Share for the year ended 31 December 2024;
- (i) To re-elect Mr. Zhao Yi as an executive director of the Company;
(ii) To re-elect Ms. Shen Ying as an executive director of the Company;
(iii) To re-elect Ms. Sun Jiahui as a non-executive director of the Company;
(iv) To re-elect Mr. Leong Chong as an independent non-executive director of the Company; and
(v) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company; -
To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration;
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments the following resolutions as an ordinary resolutions of the Company:
“THAT:
(a) subject to paragraph (c) of this Resolution, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the directors of the Company (the “Directors”) 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 (the “Shares”) or securities convertible into Shares and/or to sell or transfer Treasury Shares (if any) and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power during or 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 an option or otherwise) and Treasury Shares, if any, sold or transferred or agreed conditionally or unconditionally to be sold or transferred by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities issued by the Company as at the date of this Resolution carrying a right to subscribe for or purchase shares or otherwise convertible into shares; or (iii) the exercise of the subscription rights under the share option schemes of the Company; or (iv) any scrip dividend scheme or similar arrangement for the grant or issue of shares or rights to acquire Shares of the Company, shall not exceed 20% of the total number of shares of the Company in issue (excluding Treasury Shares, if any) as at the date of the passing of this Resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company after the passing of this resolution); and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association of the Company and any applicable laws; and
(iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting; and
“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).
“Treasury Shares” has the meaning ascribed to it under the Listing Rules.
(e) the Company may use the general mandate for the sale or transfer of Treasury Shares.
- To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares on the Stock Exchange subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the total number of the shares to be repurchased pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the total number of shares of the Company in issue (excluding Treasury Shares, if any) as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company after the passing of this resolution); and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(c) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company and any applicable laws; and
(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.”
“Treasury Shares” has the meaning ascribed to it under the Listing Rules.
- To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
“THAT subject to the passing of ordinary resolutions numbered 5 and 6 above, the general mandate granted to the Directors pursuant to ordinary resolution numbered 5 be and is hereby extended by the addition to the total number of shares of the Company which may be allotted and issued or agreed to be allotted and issued and Treasury Shares (as defined above), if any, sold or transferred or agreed conditionally or unconditionally to be sold or transferred by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 6, provided that such extended amount shall not exceed 10% of the total number of shares of the Company in issue (excluding Treasury Shares, if any) as at the date of passing of the said Resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company after the passing of this resolution).”
By Order of the Board
Longfor Group Holdings Limited
Chen Duping
Chairman
Hong Kong, 25 April 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(a) Registered Shareholders are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairman of the AGM) for the proxy to receive the login access code to participate online in Vistra eVoting Portal.
Registered Shareholders will be able to attend the AGM, vote and submit questions online via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company.
Non-registered holders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the AGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the "Intermediary") and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the AGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary.
Details regarding the eVoting Portal including the login details will be emailed to them by the Company's branch share registrar, Tricor Investor Services Limited.
(b) Any member entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member. In addition, a proxy or proxies representing a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.
(c) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarial certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for holding the Meeting or adjourned meeting (as the case may be).
(d) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorized on its behalf.
(e) The register of members of the Company will be closed from Friday, 13 June 2025 to Wednesday, 18 June 2025, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to determine the identity of members who are entitled to attend and vote at the annual general meeting to be held on Wednesday, 18 June 2025, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 12 June 2025.
(f) The register of members of the Company will be closed from Monday, 18 August 2025 to Wednesday, 20 August 2025, both days inclusive, during which period no transfer of shares of the Company will be effected. To qualify for the proposed dividend, all share transfers documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 15 August 2024.
(g) Completion and delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the Meeting or any adjournment thereof should such member so wish, and in such event, the instrument appointing a proxy shall be deemed revoked.
(h) An explanatory statement containing further details regarding ordinary resolutions numbered 5 to 7 above will be sent to shareholders together with the 2024 Annual Report.
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NOTICE OF ANNUAL GENERAL MEETING
(i) With regard to item no. 3 in this notice, details of the retiring Directors, namely Mr. Zhao Yi, Ms. Shen Ying, Ms. Sun Jiahui and Mr. Leong Chong proposed be re-elected as directors of the Company are set out in the Appendix II to the circular to shareholders of the Company dated 25 April 2025.
(j) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all votes of shareholders at the Meeting will be taken by poll except where the chairman of the Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.
As at the date of this notice, the Board comprises nine members: Mr. Chen Xuping, Mr. Zhao Yi, Mr. Zhang Xuzhong and Ms. Shen Ying who are executive directors; Ms. Sunn Jiahui who is non-executive director; and Mr. Frederick Peter Churchouse, Mr. Chan Chi On, Derek, Mr. Xiang Bing and Mr. Leong Chong who are independent non-executive directors.
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