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Major Holdings Limited Proxy Solicitation & Information Statement 2025
49893_rns_2025-06-20_a27d931f-370e-416f-a332-8936cd24ad14.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 a stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant, or other professional adviser.
If you have sold or transferred all your shares in Major Holdings Limited (the "Company"), you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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.
关捷滙控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1389)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM to be held at Suite 1507, Tower 2, Silvercord, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 8 August 2025, at 11:00 a.m. is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, 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 in person at the AGM or any adjournment thereof if you so wish. For the avoidance of doubt, holders of treasury shares (if any) shall abstain from voting at the Company's general meeting.
- For identification purpose only
23 June 2025
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
Introduction 3
Issue Mandate 4
Repurchase Mandate 4
Re-election of the Retiring Directors 5
Re-appointment of Auditor 6
Notice of AGM 6
Closure of Register of Members 7
Responsibility Statement 7
Recommendation 7
General 7
Miscellaneous 7
APPENDIX I — EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE 8
APPENDIX II — DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM 12
NOTICE OF ANNUAL GENERAL MEETING 14
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DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the following meanings:
"AGM"
the Company's annual general meeting to be held at Suite 1507, Tower 2, Silvercord, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 8 August 2025, at 11:00 a.m. or any adjournment thereof and notice of which is set out on page 14 to 18 of this circular
"AGM Notice"
the notice convening the AGM set out on pages 14 to 18 of this circular
"Annual Report"
the Company's annual report for the year ended 31 March 2025
"Articles"
the articles of association of the Company, as amended from time to time
"Audit Committee"
the audit committee of the Board
"Board"
the board of Directors
"CCASS"
the central clearing and settlement system established and operated by Hong Kong Securities Clearing Company Limited
"close associate(s)"
has the same meaning as defined in the Listing Rules
"Companies Law"
the Companies Act of the Cayman Islands as amended, supplemented or otherwise modified from time to time
"Company"
Major Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange (Stock code: 01389)
"core connected person(s)"
has the same meaning as defined in the Listing Rules
"Director(s)"
director(s) of the Company
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
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DEFINITIONS
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and/or deal with (including any sale or transfer of treasury shares out of treasury) the Shares up to a maximum of 20% of the total number of issued Shares (excluding any treasury shares) as at the date of passing the relevant resolution at the AGM granting the Issue Mandate
"Latest Practicable Date"
12 June 2025, being the latest practicable date prior to the publication of this circular for ascertaining certain information for inclusion in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Nomination Committee"
the nomination committee of the Board
"Remuneration Committee"
the remuneration committee of the Board
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares not exceeding 10% of the total number of the issued Shares (excluding any treasury shares) at the date of passing the relevant resolution at the AGM granting such mandate
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time
"Share(s)"
ordinary share(s) of HK$0.0125 each in the share capital of the Company
"Shareholders"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Code on Takeovers and Mergers
"treasury shares"
has the meaning ascribed to it under the Listing Rules which came into effect on 11 June 2024, as amended and supplemented from time to time
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"%"
per cent
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LETTER FROM THE BOARD
MAJOR HOLDINGS LIMITED
美捷滙控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1389)
Executive Director:
Mr. Cheung Chun To (Chairman)
Independent non-executive Directors:
Mr. Yue Kwai Wa Ken
Ms. Li Bo
Mr. Siu Shing Tak
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal place of business
in Hong Kong:
Suite 1507, Tower 2,
Silvercord,
30 Canton Road,
Tsim Sha Tsui
Kowloon
Hong Kong
23 June 2025
To the Shareholders,
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The Company will propose resolutions at the AGM to, inter alia, (a) grant to the Directors the Issue Mandate and the Repurchase Mandate; (b) re-elect the retiring Directors; (c) re-appoint the auditor of the Company; and give the Shareholders notice of the AGM.
The purpose of this circular is to provide you with further information on the resolutions to be proposed at the AGM for granting the general mandates to Directors to allot, issue, deal with and repurchase Shares, the re-election of the retiring Directors, the re-appointment of the auditor of the Company, and to give you notice of the AGM at which the resolutions will be proposed to consider and, if thought fit, approve such matters.
- For identification purpose only
LETTER FROM THE BOARD
ISSUE MANDATE
Ordinary resolutions will be proposed at the AGM to grant to the Directors the Issue Mandate, and authorise the extension of the Issue Mandate to allot and issue the shares repurchased by the Company under the Repurchase Mandate, details of which are set out in ordinary resolutions nos. 4(A) and 4(C) of the AGM Notice. The shares of the Company (including any sale or transfer of treasury shares out of treasury) which may be allotted and issued pursuant to the Issue Mandate is limited to a maximum of 20% of the issued share capital of the Company at the date of passing of the resolution approving the Issue Mandate. On the basis that 554,333,332 Shares are in issue as at the Latest Practicable Date and no further Shares are issued or repurchased after the Latest Practicable Date and prior to the AGM, exercise in full of the Issue Mandate (without being extended by the number of Shares (if any) repurchased by the Company under the Repurchase Mandate) could result in up to 110,866,666 new Shares (including any sale or transfer of treasury shares out of treasury) being allotted and issued by the Company.
In addition, subject to a separate approval of the ordinary resolution numbered 4(C), the number of Shares purchased by the Company under the ordinary resolution numbered 4(B) will be added to extend the Issue Mandate as mentioned in the ordinary resolution numbered 4(A) provided that such additional value shall not exceed 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing the resolution in relation to the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any new Shares (including to sell or transfer any treasury shares out of treasury) pursuant to the Issue Mandate.
The Issue Mandate (including the extended Issue Mandate), if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issue Mandate (including the extended Issue Mandate) up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Articles to be held; or (iii) the revocation or variation of the Issue Mandate (including the extended Issue Mandate) by ordinary resolution(s) of the Shareholders in a general meeting, whichever occurs first.
REPURCHASE MANDATE
An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in ordinary resolution no. 4(B) of the AGM Notice. The shares of the Company which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10% of the issued share capital of the Company (excluding any treasury shares) at the date of passing of the resolution approving the Repurchase Mandate.
As at the Latest Practicable Date, the number of issued Shares of the Company was 554,333,332 Shares. Subject to the passing of the ordinary resolution numbered 4(B) set out in the notice of the AGM and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to repurchase a maximum of 55,433,333 Shares.
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LETTER FROM THE BOARD
The Board noted that with effect from 11 June 2024, the Listing Rules will be amended to introduce flexibility for listed companies to cancel shares repurchased and/or to adopt a framework to (i) allow repurchased shares to be held in treasury and (ii) govern the resale of treasury shares. Subsequent to 11 June 2024, if the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to the ordinary resolution numbered 4(A) of the notice of the AGM and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
With reference to the Repurchase Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares pursuant thereto.
The Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolution for the approval of the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Articles to be held; or (iii) the revocation or variation of the Repurchase Mandate by ordinary resolution(s) of the Shareholders in a general meeting, whichever occurs first.
Under the Listing Rules, the Company is required to give the Shareholders an explanatory statement containing all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement required by the Listing Rules is set out in Appendix I to this circular.
RE-ELECTION OF THE RETIRING DIRECTORS
Pursuant to Article 84 of the Articles, at each general meeting, one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. A retiring director shall be eligible for re-election.
Pursuant to the Articles, Mr. Cheung Chun To and Mr. Yue Kwai Wa Ken shall retire from office as Directors at the AGM and, being eligible, offer themselves for re-election. The Nomination Committee has assessed and reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy. The Nomination Committee has recommended to the Board on re-election of all the above-mentioned Directors. On the re-appointment of, Mr. Cheung Chun To and Mr. Yue Kwai Wa Ken, the Nomination Committee considered, and the Board shared the same views, that at all times during their period of directorship with the Company, they have properly discharged their duties and responsibilities and have made positive contribution to the development of the Company through independent, constructive and informed
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LETTER FROM THE BOARD
comments and participation at the business and other affairs relating to the Group. In this regard, the Board is of the view that, the re-election and continued appointment of Mr. Cheung Chun To and Mr. Yue Kwai Wa Ken, will allow the Board as well as the Company to continuously benefit from the sharing of their invaluable experience, contribution and participation. Particulars of the Directors proposed to be re-elected in the AGM are set out in Appendix II of this circular.
RE-APPOINTMENT OF AUDITOR
Messrs. Beijing Xinghua Caplegend CPA Limited will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment.
Following the recommendation of the Audit Committee, the Board proposed to re-appoint Messrs. Beijing Xinghua Caplegend CPA Limited as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company; and the Board proposed it be authorised to fix remuneration of the auditor. An ordinary resolution in respect of the re-appointment of the auditor of the Company will be proposed at the AGM for consideration and approval by the Shareholders.
NOTICE OF AGM
The notice convening the AGM at which ordinary resolutions will be proposed to approve, among other things, the Issue Mandate, the Repurchase Mandate, the re-election of the retiring Directors, and the re-appointment of auditor of the Company are set out on pages 14 to 18 of this circular. Pursuant to rule 13.39(4) of the Listing Rules and Article 66 of the Articles, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll.
None of the Shareholders is required to abstain from voting at the AGM pursuant to the Listing Rules and/or the Article. Separately, holders of treasury shares (if any) shall abstain from voting on matters that require shareholders' approval of the Company's general meeting.
A form of proxy for the AGM is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.majorcellar.com). Whether or not you intend to be present at the AGM, you are requested to complete and sign the accompanying form of proxy 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, in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM (i.e. not later than 11:00 a.m. on 6 August 2025) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude Shareholders from attending and voting in person at the AGM (or any adjournment thereof) if they so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
The completion of a form of proxy will not preclude you from attending and voting at the AGM in person if you so wish.
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LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
For determining the Shareholders' entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 5 August 2025 to Friday, 8 August 2025, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged for registration with Hong Kong share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 4 August 2025.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, 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.
RECOMMENDATION
The Directors consider that the proposed resolutions set out in the notice of the AGM including (a) the granting of the Issue Mandate and the Repurchase Mandate; (b) the re-election of the retiring Directors; and (c) the re-appointment of the auditor of the Company; are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM. No Shareholder is required to abstain from voting on the proposed resolutions under the Listing Rules.
GENERAL
Your attention is drawn to the additional information set out in the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
On behalf of the Board
MAJOR HOLDINGS LIMITED
Cheung Chun To
Chairman
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules, to provide you with the requisite information for your consideration of the Repurchase Mandate.
- EXERCISE OF THE REPURCHASE MANDATE
On the basis that 554,333,332 Shares are in issue as at the Latest Practicable Date and no further Shares are issued or repurchased prior to the AGM, exercising the Repurchase Mandate in full could result in a maximum of 55,433,333 Shares, being 10% of the total number of issued shares of the Company (excluding any treasury shares), at the date of passing the relevant resolution to be repurchased by the Company during the period from the passing of resolution no. 4(B) of the AGM Notice up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting revoking, varying and renewing the Repurchase Mandate, whichever occurs first.
- REASONS FOR REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Repurchases of shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value per Share and/or earnings per Share.
- FUNDING AND EFFECT OF REPURCHASES
Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles, the Companies Law and other applicable laws of the Cayman Islands.
A listed company may not repurchase its own securities on the Main Board of the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Law, repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles and subject to the provisions of the Companies Law, out of capital.
Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Articles and subject to the provisions of the Companies Law, out of capital.
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with its position as at 31 March 2025, being the date of its latest published audited financial statements. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
4. UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands.
5. INTENTION TO SELL SHARES
None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates, have any present intention, in the event that the proposal on the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company or its subsidiaries.
6. GENERAL
The Directors will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands. In addition, the Directors confirm that, to the best of their knowledge and belief, the proposed Repurchase Mandate to be granted to the Board contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the proposed share repurchase 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.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury shares, which may include approval by the Board that (i) the Company would not (or would 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.
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
7. TAKEOVER CODE CONSEQUENCE
If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Directors exercising their 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 a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, according to the register of members kept by the Company pursuant to section 336 of the SFO and so far as was known to, or could be ascertained after reasonable enquiry by, the Directors, Silver Tycoon Limited was interested in 53.77% of the issued share capital of the Company. Silver Tycoon Limited is controlled corporation of Mr. Cheung Chun To, the Chairman and Executive Director.
Assuming Silver Tycoon Limited will not dispose of its interests in the Shares nor will it acquire additional Shares, the percentage shareholding of Silver Tycoon Limited would be increased to approximately 59.74% of the issued share capital of the Company in the event that the Repurchase mandate is exercised in full.
On the basis of the shareholding interests of Silver Tycoon Limited in the Company, an exercise of the Repurchase Mandate in full will result in them becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code. Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases made pursuant to the Repurchase Mandate.
The Directors have no intention to exercise the Repurchase Mandate to such an extent that would result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.
8. SHARE REPURCHASED BY THE COMPANY
The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the previous six months preceding the Latest Practicable Date.
9. CORE CONNECTED PERSON
No core connected person (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
10. SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months up to and including the Latest Practicable Date were as follows:
| Share price (Note) | ||
|---|---|---|
| HIGHEST | LOWEST | |
| HK$ | HK$ | |
| 2024 | ||
| July | 0.211 | 0.171 |
| August | 0.249 | 0.140 |
| September | 0.247 | 0.216 |
| October | 0.248 | 0.215 |
| November | 0.255 | 0.210 |
| December | 0.280 | 0.225 |
| 2025 | ||
| January | 0.320 | 0.225 |
| February | 0.345 | 0.300 |
| March | 0.360 | 0.250 |
| April | 0.400 | 0.285 |
| May | 0.410 | 0.325 |
| June (up to and including the Latest Practicable Date) | 0.355 | 0.350 |
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Stated below are the details of the Directors who will retire and be eligible for re-election at the AGM in accordance with the Articles.
EXECUTIVE DIRECTOR
Mr. Cheung Chun To (張俊濤)
Mr. Cheung Chun To (張俊濤), aged 46, our chairman and an executive Director, was appointed to the Board on 2 April 2013. Mr. Cheung is the brother of Mr. Cheung Chun Pang (a former executive Director) and Ms. Cheung Wing Shun (a former executive Director). Mr. Cheung is primarily responsible for overseeing and managing the overall operation of our Group, planning and executing the overall corporate strategies and developing and handling external relationship for our Group. Mr. Cheung graduated from Wilfrid Laurier University, Canada in June 2001 with a bachelor's degree in arts. From July 2001 to July 2002, Mr. Cheung worked at a property agency as a sales representative in Shanghai. From July 2002 to February 2005, Mr. Cheung worked at Hang Shing Jewellery Company Limited as a management trainee, responsible for liaising with suppliers, meeting clients, implementing sales and marketing campaigns and conducting market research. From March 2005 to December 2008, Mr. Cheung worked at Shenzhen Henglong Electronic Company Limited (深圳市恆隆電子有限公司), responsible for leading and managing the sales team. In June 2008, Mr. Cheung became the shareholder of Rouge & Blanc Wines Limited ("Rouge & Blanc"). In September 2009, Mr. Cheung and Mr. Leung together founded Major Cellar Company Limited ("Major Cellar") and Mr. Cheung has been appointed a director of Major Cellar since November 2009.
Mr. Cheung entered into a service agreement with the Company for an initial fixed term of three years from the listing date on 10 January 2014 and will continue thereafter until terminated in accordance with the terms of the agreement. The annual salary for him is HK$1,200,000, which will be reviewed annually by the Board and the remuneration committee. Mr. Cheung is also entitled to a discretionary management bonus by reference to the consolidated net profits of the Group after taxation and minority interests but before extraordinary items as the remuneration committee of the Company may recommend to the Board and which the Board may approve.
Save for the above, Mr. Cheung has not held any directorship in other listed company in the last three years. As at the Latest Practicable Date, he is interested in 299,949,182 shares held through Silver Tycoon Limited and his spouse (representing 54.10% of the issued share capital of the Company) within the meaning of Part XV of the SFO. Mr. Cheung is the sole director and the sole shareholder of Silver Tycoon Limited, a Shareholder of the Company. Save as disclosed above, Mr. Cheung does not have relationships with any Directors, senior management or other substantial or controlling Shareholder of the Company for the purpose of the Listing Rules.
Saved as disclosed herein, in relation to the re-election of the above-mentioned retiring directors, the Board is not aware of any information that ought to be disclosed pursuant to the requirements under Rule 13.51(2) of the Listing Rules, nor are there any other matters that ought to be brought to the attention of the Shareholders.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Yue Kwai Wa Ken (余季華)
Mr. Yue Kwai Wa Ken (余季華) ("Mr. Yue"), aged 59, was appointed to the Board as an Independent non-executive Director on 30 December 2013. Mr. Yue is the Chairman of the Remuneration Committee of the Company and a member of each of the Audit Committee and the Nomination Committee of the Company. Mr. Yue has approximately 25 years of experience in accounting, finance and valuation. Mr. Yue obtained a Diploma of Technology in Financial Management Accounting Option from the British Columbia Institute of Technology in Canada in June 1989. Mr. Yue also obtained a bachelor degree of science from Upper Iowa University of the United States in March 2005. Mr. Yue has been admitted as a member of the American Institute of Certificate Public Accountants in October 2005, a member of the Chartered Global Management Accountant in 2012 and a fellow member of the Colorado Society of Certified Public Accountants in September 2005. Mr. Yue has been appointed as an executive director of Roma (Meta) Group Limited ("Roma Group"), a company listed on the GEM of the Stock Exchange (Stock code: 8072), since 18 March 2011 and company secretary and compliance officer of Roma Group since 26 September 2011. Also, Mr. Yue has been redesignated as the chief executive officer of Roma Group since 1 October 2017 and appointed as the chairman of Roma Group since 18 December 2017. Mr. Yue was appointed as an independent non-executive director of China Starch Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 3838), since 5 September 2007 until 15 August 2024 and has been appointed as an independent non-executive director of the then Manfield Chemical Holdings Limited (currently known as Pan Asia Data Holdings Inc.), a company listed on the Stock Exchange (stock code: 1561) since 6 November 2015 until 31 December 2018.
Mr. Yue entered into a service contract with the Company on 30 December 2013 for an initial term of one year which shall be automatically renewed for successive terms of one year subject to the retirement by rotation and re-election at the annual general meeting of the Company. He is entitled to a remuneration of HK$120,000 per annum. The service contract can be terminated by not less than one month's notice in writing served by either Mr. Yue or the Company.
Save as disclosed above, Mr. Yue has not held any directorship in the last three years in any public company having its securities listed on any securities market in Hong Kong or overseas and he is not interested in any shares of the Company within the meaning of Part XV of the SFO. Mr. Yue does not have relationships with any directors, senior management or other substantial or controlling shareholder of the Company for the purpose of the Listing Rules.
Saved as disclosed herein, in relation to the re-election of the above-mentioned retiring directors, the Board is not aware of any information that ought to be disclosed pursuant to the requirements under Rule 13.51(2) of the Listing Rules, nor are there any other matters that ought to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
美捷滙控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1389)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Major Holdings Limited (the "Company") will be held at Suite 1507, Tower 2, Silvercord, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 8 August 2025, at 11:00 a.m. for the following purposes:
- To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the "Directors") and auditor of the Company for the year ended 31 March 2025;
2(A). To re-elect the following retiring Directors:
(i) Mr. Cheung Chun To as an executive Director;
(ii) Mr. Yue Kwai Wa Ken as an independent non-executive Director;
2(B). To authorise the board of directors (the "Board") of the Company to fix the remuneration of the Directors;
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To re-appoint Beijing Xinghua Caplegend CPA Limited as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix its remuneration for the year ended 31 March 2025;
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To consider and, if thought fit, to pass the following resolutions with or without amendments as ordinary resolutions:
ORDINARY RESOLUTIONS
(A) "THAT:
(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited ("Listing Rules"), the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue or otherwise deal with unissued shares in the capital of the Company (including any sale or transfer of treasury shares (which
- For identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
shall have the meaning ascribed to it under the Listing Rules coming into effect on 11 June 2024) out of treasury) and to make or grant offers, agreements and options (including but not limited to bonds, warrants and debentures convertible into shares of the Company) 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 of the Company during the Relevant Period (as defined in paragraph (d) below) 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 aggregate number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined hereinafter); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company shall not exceed the aggregate of:
(aa) 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of the passing of this resolution; and
(bb) (if the Directors of the Company are so authorised by a separate ordinary resolution of the Shareholders of the Company) the aggregate number of shares of the Company re-purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the total number of issued shares of the Company (excluding treasury shares) 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
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NOTICE OF ANNUAL GENERAL MEETING
(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 the 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;
"Rights Issue" means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the Directors of the Company to holders of shares of the Company on the Company's register of members on a fixed record date in proportion to their then holdings of shares of the Company (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, 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).
Any reference to an allotment, issue, grant, offer or disposal of shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.
(B) "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to purchase shares in the capital of the Company on The Stock Exchange of Hong Kong
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NOTICE OF ANNUAL GENERAL MEETING
Limited ("Stock Exchange"), or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the aggregate number of the shares to be re-purchased or agreed to be re-purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the total number of the issued shares of the Company 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 for the purposes of this resolution:
"Relevant Period" shall have the same meaning as the resolution numbered 4(A)(d) above."
(C) "THAT conditional on the passing of resolutions numbered 4(A) and 4(B) above, the general mandate granted to the Directors of the Company pursuant to paragraph (a) of resolution numbered 4(A) above be and it is hereby extended by the addition to the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to or in accordance with such general mandate of an amount representing the number of the issued share capital of the Company re-purchased by the Company (up to a maximum equivalent to 10% of the total number of the issued shares of the Company (excluding any treasury shares) as at the date of the passing of this resolution) pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 4(B) above."
By order of the Board
Major Holdings Limited
Cheung Chun To
Chairman
Hong Kong, 23 June 2025
As at the date of this notice, the executive Director is Mr. Cheung Chun To, the independent non-executive Directors are Mr. Yue Kwai Wa Ken, Mr. Siu Shing Tak and Ms. Li Bo.
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
(1) Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies (if such member is the holder of two or more shares) to attend and to vote instead of them. A proxy need not be a member of the Company.
(2) Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
(3) A form of proxy for use at the meeting is enclosed.
(4) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, must be deposited 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 not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or adjourned meeting.
(5) According to Rule 13.39(4) of the Listing Rules, the voting at the meeting will be taken by poll.
(6) In order to ascertain the entitlement of members of the Company to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 5 August 2025 to Friday, 8 August 2025, both days inclusive, during which period no transfer of shares will be registered. In order to determine the identity of the shareholders who are entitled to attend and vote at the annual general meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged 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 Monday, 4 August 2025.
(7) With regard to ordinary resolutions set out in paragraphs 2 to 3, and 4(A) to 4(C) of this notice, a circular giving details of the re-electing of the retiring Directors, general mandates to issue and to repurchase shares, will be despatched to Shareholders. The biographical details of the retiring Directors who are subject to re-election at the annual general meeting are set out in Appendix II to the circular.
(8) For the avoidance of doubt, holder of treasury share of the Company (if any) are not entitled to vote at the AGM.
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