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MediNet Group Limited — Proxy Solicitation & Information Statement 2024
Jul 8, 2024
51304_rns_2024-07-08_c3ea428c-3008-47da-94ba-3d3039652492.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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in MediNet Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
MediNet Group Limited
醫匯集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8161)
(1) PROPOSED GRANT OF GENERAL MANDATES
TO ALLOT AND ISSUE NEW SHARES AND
REPURCHASE BY THE COMPANY OF ITS OWN SHARES;
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at Unit 3601, 36/F, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong on Friday, 9 August 2024 at 10:30 a.m. is set out on pages 16 to 20 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.
Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting i.e. Wednesday, 7 August 2024 at 10:30 a.m. (Hong Kong time) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.
This circular will remain on the Stock Exchange website at http://www.hkexnews.hk on the “Latest Company Announcements” page for seven days from the date of its publication and on the website of the Company at www.MediNetGroup.com.
8 July 2024
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
Characteristics of GEM ... i
Definitions ... 1
Letter from the Board
Introduction ... 3
General Mandate and Repurchase Mandate ... 4
Re-election of retiring Directors ... 5
AGM ... 6
Responsibility statement ... 6
Recommendation ... 7
General ... 7
Miscellaneous ... 7
Appendix I — Explanatory statement for the Repurchase Mandate ... 8
Appendix II — Particulars of retiring Directors for re-election ... 12
Notice of AGM ... 16
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" or "Annual General Meeting"
the annual general meeting of the Company to be convened and held at Unit 3601, 36/F, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong on Friday, 9 August 2024 at 10:30 a.m. to consider and, if thought fit, approve, among other things, the proposed grant of the General Mandate and the Repurchase Mandate and the proposed re-election of Directors
"Articles of Association"
the existing articles of association of the Company as amended, modified or otherwise supplemented from time to time
"Board"
the board of Directors from time to time
"close associate(s)"
has the meaning ascribed to this term under the GEM Listing Rules
"Company"
MediNet Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM (Stock Code: 8161)
"Director(s)"
the director(s) of the Company from time to time
"GEM"
GEM of the Stock Exchange
"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM
"General Mandate"
the general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with new Shares not exceeding 20% of the number of issued Shares as at the date of passing of the relevant resolution granting of such general mandate by the Shareholders
"Group"
the Company and all of its subsidiaries from time to time
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
25 June 2024, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Registrar"
the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong
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DEFINITIONS
"Repurchase Mandate"
the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase up to a maximum of 10% of the number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting of such repurchase mandate by the Shareholders
"SFC"
The Securities and Futures Commission
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of HK$0.25 each in the share capital of the Company
"Shareholder(s)"
holder(s) of the Share(s) from time to time
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers
"treasury shares"
has the meaning ascribed to this term under the Listing Rules
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"%"
per cent.
- 2 -
LETTER FROM THE BOARD
MediNet Group Limited
醫匯集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8161)
Executive Directors:
Mr. Chan Chi Wai Nelson (Chairman)
Ms. Jiang Jie
Independent non-executive Directors:
Mr. Leung Po Hon
Mr. Wong Wai Leung
Mr. Ng Wai Hung
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head office and principal place of
business in Hong Kong:
Unit 3601, 36/F
Citicorp Centre
18 Whitfield Road
Causeway Bay
Hong Kong
8 July 2024
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES
TO ALLOT AND ISSUE NEW SHARES AND
REPURCHASE BY THE COMPANY OF ITS OWN SHARES;
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the forthcoming AGM, resolutions will be proposed to seek the Shareholders' approval for, among other things, (i) the granting of the General Mandate and the Repurchase Mandate to the Directors; and (ii) the re-election of retiring Directors.
The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for the granting of the General Mandate and the Repurchase Mandate, the re-election of retiring Directors and the notice of the AGM.
LETTER FROM THE BOARD
GENERAL MANDATE AND REPURCHASE MANDATE
At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the General Mandate and the Repurchase Mandate.
General Mandate
At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the General Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights issue or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the number of issued Shares as at the date of granting of the General Mandate.
In addition, a separate ordinary resolution will further be proposed for extending the General Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.
As at the Latest Practicable Date, the Company has an aggregate of 41,600,000 Shares in issue. Subject to the passing of the resolutions for the approval of the General Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the General Mandate to allot, issue and deal with a maximum of 8,320,000 Shares.
Repurchase Mandate
At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the number of issued Shares (excluding treasury shares) as at the date of granting of the Repurchase Mandate.
Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 4,160,000 Shares.
The General Mandate (including the extended General Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and 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 Articles of Association, the Companies Act of the Cayman Islands or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of
LETTER FROM THE BOARD
the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first (the "Relevant Period").
An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the Board comprises two executive Directors, namely Mr. Chan Chi Wai Nelson and Ms. Jiang Jie, and three independent non-executive Directors, namely Mr. Leung Po Hon, Mr. Wong Wai Leung and Mr. Kwok Sze Chi.
According to Articles 84(1) and (2) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) 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 and shall continue to act as a Director throughout the meeting at which he/she retires.
Accordingly, Mr. Chan Chi Wai Nelson and Mr. Leung Po Hon shall retire from the office of Director by rotation pursuant to Articles 84(1) and (2) and will offer themselves for re-election as an executive Director and an independent non-executive Director respectively at the Annual General Meeting.
Reference is made to the announcement of the Company dated 25 June 2024 in relation to the resignation of Mr. Kwok Sze Chi and appointment of Mr. Ng Wai Hung as an independent non-executive Director with effect from 2 July 2024.
According to Article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his first appointment and be subject to re-election.
Accordingly, Mr. Ng Wai Hung will offer himself for re-election as an independent non-executive Director.
The Board has duly considered the composition of the members of the Board. In order to better achieve the objectives of the Board diversity policy, the Board has decided to propose the re-election of Mr. Leung Po Hon and Mr. Ng Wai Hung as the independent non-executive Director and Mr. Chan Chi Wai Nelson as executive Director at the AGM. The Board has confirmed that Mr. Leung Po Hon and Mr. Ng Wai Hung does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders, and does not hold any interests of the Company in any form. Accordingly, the Board has reasonable belief he is independent.
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LETTER FROM THE BOARD
Neither Mr. Leung Po Hon and Mr. Ng Wai Hung acts as directors of seven or more listed companies. The Board believes that they can commit sufficient time to assume their director's duties.
The proposed candidates proposed to be re-elected at the AGM to be independent non-executive Director, namely Mr. Leung Po Hon and Mr. Ng Wai Hung possess rich experience in their industries and are able to provide valuable professional advices in area of accounting, auditing and financial management to the Company, thus contributing to better corporate governance of the Company. Further, the proposed independent non-executive Directors have different education and industry background compared with other Directors and the Board believes that they will bring diverse perspectives to the Board.
Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.
AGM
A notice convening the AGM to be held at Unit 3601, 36/F, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong on Friday, 9 August 2024 at 10:30 a.m. is set out on pages 16 to 20 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the granting of the General Mandate (including the extended General Mandate) and the Repurchase Mandate and the re-election of Directors.
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM i.e. no later than Wednesday, 7 August 2024 at 10:30 a.m. (Hong Kong time) 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 should you so wish.
All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.
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LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider the proposed grant of the General Mandate (including the extended General Mandate), the Repurchase Mandate, the proposed re-election of retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
GENERAL
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully
For and on behalf of the Board of
MediNet Group Limited
Chan Chi Wai, Nelson
Chairman and Executive Director
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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
This Appendix I serves as an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM authorising the proposed Repurchase Mandate.
This explanatory statement contains all information pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules which is set out as follows:
- NUMBER OF SHARES WHICH MAY BE REPURCHASED
Exercise in full of the Repurchase Mandate, on the basis of 41,600,000 Shares in issue as at the Latest Practicable Date, would result in 4,160,000 Shares (representing 10% of the number of issued Shares as at the date of passing of the resolution), being repurchased by the Company (excluding treasury shares) during the period prior to the next annual general meeting of the Company following the passing of the resolution approving the Repurchase Mandate. The Company did not have any treasury shares.
- REASONS FOR PROPOSED REPURCHASE OF SHARES
The Directors believe that it is in the interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on GEM. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share.
The Repurchase Mandate will only be exercised when the Directors believe that such purchases will benefit the Company and the Shareholders as a whole. When exercising the Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchase, resolve to cancel the shares repurchased following settlement of any such repurchase or hold them as treasury shares. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise fund for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands. Share repurchase will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
- SOURCE OF FUNDS
In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with its Articles of Association, the laws of the Cayman Islands and the GEM Listing Rules. The laws of the Cayman Islands provide that the amount of capital paid in connection with a repurchase of Shares may only be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the laws of the Cayman Islands. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Shares are repurchased in the manner provided for in the laws of the Cayman Islands. The Company will not purchase the Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
4. EFFECT OF EXERCISING THE REPURCHASE MANDATE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 March 2024) in the event that the Repurchase Mandate is exercised in full at any time during the Relevant Period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
The Shares repurchased by the Company under the Repurchase Mandate shall be automatically cancelled.
5. DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge having made all reasonable enquires, any of their respective associates (as defined in the GEM Listing Rules), has any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM.
6. DIRECTORS' 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 Articles of Association, the GEM Listing Rules and the applicable laws of the Cayman Islands.
7. TAKEOVERS CODE
If, as a result of a repurchase of Shares, pursuant to the Repurchase Mandate, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code.
As a result, a Shareholder, or a group of Shareholders acting in concert (within that term's meaning under the Takeovers Code), depending on the level of increase in the Shareholders' interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or 32 of the Takeovers Code.
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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
As at the Latest Practicable Date, to the best knowledge of the Company, the following Shareholder(s) is/are interested in more than 10% of the voting rights of the Company. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the total interests of such Shareholder(s) in the Shares would be increased to approximately the percentage set out in the last column as follows:
| Name of Shareholder(s) | Number of Shares | Percentage of shareholding | Approximate percentage of shareholding if the Repurchase Mandate is exercised in full |
|---|---|---|---|
| Medinet International Limited (“Medinet International”) (Note 1) | 23,400,000 | 56.25% | 62.50% |
| NSD Capital Limited (“NSD Capital”) (Note 2) | 7,800,000 | 18.75% | 20.83% |
Notes:
- Medinet International is wholly and beneficially owned by Mr. Chan Chi Wai Nelson (“Mr. Chan”). Therefore, Mr. Chan is deemed to be interested in the Shares held by Medinet International Limited under the SFO. Ms. Jiang Jie, being the spouse of Mr. Chan, is also deemed to be interested in such Shares under the SFO.
- NSD Capital is an exempted company incorporated in the Cayman Island with limited liability, the management shares of which are wholly owned by Convoy Asset Management Limited (“CAM”), a wholly-owned subsidiary of Favour Sino Holdings Limited (“Favour Sino”). Favour Sino is a wholly-owned subsidiary of Convoy (BVI) Limited (“Convoy (BVI)”), which is wholly-owned subsidiary of Convoy Global Holdings Limited (“Convoy Global”). Therefore, each of CAM, Favour Sino, Convoy (BVI) and Convoy Global is deemed to be interested in the Shares held by NSD Capital under the SFO.
On the basis of the current shareholdings of the above Shareholders, an exercise of the Repurchase Mandate in full will not result in him/it becoming obliged to make a mandatory offer under Rule 26 or 32 of the Takeovers Code.
As at the Latest Practicable Date, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of any of the above Shareholder(s) or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.
The Directors are not aware of any consequences which could arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate in full.
APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
8. NO PURCHASES OF SHARES BY THE COMPANY
The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months up to the Latest Practicable Date.
9. CORE CONNECTED PERSON
No core connected persons (as defined in the GEM Listing Rules) has 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 at the AGM.
10. SHARE PRICES
The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months preceding the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2023 | | |
| June | 0.395 | 0.335 |
| July | 0.335 | 0.300 |
| August | 0.435 | 0.250 |
| September | 0.345 | 0.250 |
| October | 0.500 | 0.300 |
| November | 0.460 | 0.445 |
| December | 0.445 | 0.440 |
| 2024 | | |
| January | 0.440 | 0.400 |
| February | 0.400 | 0.400 |
| March | 0.400 | 0.385 |
| April | 0.385 | 0.385 |
| May | 0.385 | 0.385 |
| June (up to the Latest Practicable Date) | 0.435 | 0.435 |
APPENDIX II
PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION
Detail of the retiring Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:
Mr. CHAN Chi Wai Nelson (陳志偉), aged 67, is the chairman of the Board, an executive Director, our compliance officer and one of the controlling shareholders of the Company. He is responsible for the overall business development and financial and strategic planning of the Group. He was appointed as a Director on 20 August 2015 and was re-designated as our executive Director, chairman of the Board and compliance officer on 19 May 2016. He is also a director of all of the subsidiaries of the Company.
Save as disclosed above, Mr. Chan has confirmed that he (i) did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not and did not hold any other positions with the Company or other members of the Group; (iii) does not have any relationship with any directors or senior management of the Group or substantial shareholders or controlling shareholders of the Company; and (iv) does not have, and is not deemed to have, any interest or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as at the date of this circular.
Mr. Chan has more than 35 years of experience in the corporate medical and dental solutions industry in Hong Kong. Prior to founding the Group in 1994, Mr. Chan had been employed by Bupa Ltd (at which his last position was manager) from 1983 to 1988 and HSBC Medical Insurance Limited (formerly known as Carlingford Medical Insurance Limited) (at which his last position was Medical Insurance Consultant) from 1989 to 1993. Mr. Chan received a Master of Business Administration from Buckinghamshire New University in February 2017 through distance learning. Mr. Chan is the spouse of Ms. Jiang, an executive Director.
As at 31 March 2024, Mr. Chan is interested in 23,400,000 Shares, representing 56.25% of the entire issued share capital of the Company. Save as disclosed, Mr. Chan does not have any interest or short position in the Shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Mr. LEUNG Po Hon (梁寶漢), aged 60, was appointed as an independent non-executive Director on 19 May 2016. Mr. Leung is currently a practicing accountant. Mr. Leung was admitted as a member of the HKICPA in January 1993 and a fellow member of the Association of Chartered Certified Accountants since January 1997.
Mr. Leung graduated from The Hong Kong Polytechnic University with a Professional Diploma in Accountancy in November 1987. He also obtained a Master's degree of Business Administration from University of Bradford, the United Kingdom in December 1990. Mr. Leung has more than 25 years of experience in accounting, auditing and financial management.
APPENDIX II
PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION
Save as disclosed above, Mr. Leung has confirmed that he (i) did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not and did not hold any other positions with the Company or other members of the Group; (iii) does not have any relationship with any directors or senior management of the Group or substantial shareholders or controlling shareholders of the Company; and (iv) does not have, and is not deemed to have, any interest or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as at the date of this circular.
Mr. Leung has confirmed that (i) he has met the independence criteria as set out in Rule 5.09 of the GEM Listing Rules; (ii) 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 GEM Listing Rules) of the Company; and (iii) there are no other factors that may affect his independence at the time of his appointment.
Mr. Leung previously held the following position in company listed on the Stock Exchange:
| Company | Stock code | Position currently held by Mr. Leung | Appointment date | Resignation date |
|---|---|---|---|---|
| Flying Financial Service Holdings Limited | 8030 | Independent non-executive director | 15 August 2014 | 19 November 2020 |
| Kingbo Strike Limited | 1421 | Independent non-executive director | 13 November 2015 | 19 January 2024 |
Mr. NG Wai Hung (吳偉雄), aged 60, will be appointed as an independent non-executive Director since with effective from 2 July 2024. Mr. NG graduated from the University of Hong Kong with a bachelor's degree in laws in 1987. Mr. NG is a practising solicitor and a partner at Iu, Lai & Li Solicitors & Notaries in Hong Kong. Mr. NG practices in the areas of securities law, corporate law and commercial law in Hong Kong.
Mr. Ng currently holds the following positions in companies listed on the Stock Exchange:
| Company | Stock Code | Position currently hold by Mr. Ng | Appointment Date |
|---|---|---|---|
| Allegro Culture Limited (formerly known as Kingkey Intelligence Culture Holdings Limited) | 550 | Non-executive director | September 2023 |
| New Sparkle Roll International Group Ltd | 970 | Independent non-executive director | June 2024 |
| Coolpad Group Limited | 2369 | Non-executive director | January 2018 |
APPENDIX II
PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION
| Company | Stock Code | Position currently held by Mr. Ng | Appointment Date |
|---|---|---|---|
| Lajin Entertainment Network Group Limited | 8172 | Independent non-executive director | March 2015 |
| Xinyi Electric Storage Holdings Limited | 8328 | Independent non-executive director | July 2016 |
Mr. Ng previously held the following positions in company listed on stock exchange:
| Company | Stock Code | Position previously held by Mr. Ng | Appointment Date | Resignation Date |
|---|---|---|---|---|
| 1957 & Co. (Hospitality) Limited | 8495 | Independent non-executive director | November 2017 | August 2022 |
| Winshine Science Company Limited | 209 | Independent non-executive director | May 2019 | June 2023 |
On 26 May 2021, Mr. Ng was censured by the Listing Review Committee of the Stock Exchange, in relation to his capacity as an independent non-executive director of Tech Pro Technology Development Limited (previous stock code: 3823) (the issued shares of which were delisted from the Main Board of the Stock Exchange), for his breach of Rule 3.08(f) of The Rules Governing the Listing of Securities on the Stock Exchange (the "Main Board Listing Rules") and his failure to discharge the obligations under the declarations and undertakings given to the Stock Exchange to use his best endeavours and ability to comply and procure the compliance with the Main Board Listing Rules (the "Censure"). The Listing Review Committee of the Stock Exchange directed Mr. Ng to attend and complete 24 hours of training on regulatory and legal topics including compliance of the Main Board Listing Rules (the "Training") within 90 days from the date of the decision of the Listing Committee. Mr. Ng completed the Training on 11 August 2021 in accordance with the above direction. For details of the above censure, please refer to the statement of disciplinary action of the Stock Exchange dated 26 May 2021.
Save as disclosed above, Mr. Ng has confirmed that he (i) did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not and did not hold any other positions with the Company or other members of the Group; (iii) does not have any relationship with any directors or senior management of the Group or substantial shareholders or controlling shareholders of the Company; and (iv) does not have, and is not deemed to have, any interest or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as at the date of this circular.
APPENDIX II PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION
Mr. Ng has confirmed that (i) he has met the independence criteria as set out in Rule 5.09 of the GEM Listing Rules; (ii) 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 GEM Listing Rules) of the Company; and (iii) there are no other factors that may affect his independence at the time of his appointment.
Each of our independent non-executive Directors has entered into a letter of appointment with the Company. The terms and conditions of each of such letters of appointment are similar in all material respects. Each of our independent non-executive Directors is appointed with an initial term of three years subject to termination in certain circumstances as stipulated in relevant letters of appointment.
No Directors proposed for re-election at the forthcoming annual general meeting has a service contract with the Company which is not determinable by the Company within one year without payment of compensation, other than statutory compensation.
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NOTICE OF AGM
MediNet Group Limited
醫匯集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8161)
NOTICE IS HEREBY GIVEN that an annual general meeting of MediNet Group Limited (the “Company”) will be held at Unit 3601, 36/F, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong on Friday, 9 August 2024 at 10:30 a.m., for the following purposes:
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to receive and consider the audited consolidated financial statements of the Company and the report of the directors of the Company (the “Directors”) and the report of the independent auditors of the Company for the year ended 31 March 2024;
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(a) to re-elect Mr. Chan Chi Wai Nelson as an executive Director;
(b) to re-elect Mr. Leung Po Hon as an independent non-executive Director;
(c) to re-elect Mr. Ng Wai Hung as an independent non-executive Director;
(d) to authorise the board of Directors to fix the Directors’ remuneration;
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to re-appoint Messrs. D & PARTNERS CPA LIMITED as the auditors of the Company and to authorise the board of Directors to fix their remuneration;
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to, as special business, consider and, if thought fit, pass the following resolution (with or without amendment) as ordinary resolution:
“THAT:
(a) subject to paragraph (c) below, pursuant to the Rules (the “GEM Listing Rules”) Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued Shares of the Company (the “Shares”) or to resell treasury shares of the Company (if permitted under the Listing Rules) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
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NOTICE OF AGM
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:
(aa) 20% of the number of issued Shares (excluding treasury shares) on the date of the passing of this resolution; and
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of issued Shares (excluding treasury shares) on the date of the passing of resolution no. 5),
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Act of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
NOTICE OF AGM
"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
- to, as special business, consider and, if thought fit, pass the following resolution (with or without amendment) as ordinary resolution:
"THAT:
(a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong 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 Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the aggregate number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate number of the issued Shares (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
(c) for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Act of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."
NOTICE OF AGM
- to, as special business, consider and, if thought fit, pass the following resolution (with or without amendment) as ordinary resolution:
“THAT the Directors be and are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the number of Shares referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”
By order of the Board
MediNet Group Limited
Chan Chi Wai, Nelson
Chairman and Executive Director
Hong Kong, 8 July 2024
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head office and principal place of business in Hong Kong:
Unit 3601, 36/F
Citicorp Centre
18 Whitfield Road
Causeway Bay
Hong Kong
Notes:
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A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
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In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the annual general meeting, i.e. no later than Wednesday, 7 August 2024 at 10:30 a.m. or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof, should he/she/it so wish.
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In relation to the proposed resolution no. 2 above, details of the retiring Directors standing for re-election are set out in Appendix II to this circular.
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In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders for the granting to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the GEM Listing Rules. The Directors have no immediate plans to issue any new shares of the Company other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.
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In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix I to this circular.
NOTICE OF AGM
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The register of members of the Company will be closed from Tuesday, 6 August 2024 to Friday, 9 August 2024 (both dates inclusive) for determining the entitlement of the shareholders of the Company to attend and vote at the annual general meeting. In order to be eligible for attending and voting at the annual general meeting, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Monday, 5 August 2024.
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