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Medlive Technology Co., Ltd. Proxy Solicitation & Information Statement 2025
50436_rns_2025-04-14_9326ab74-b598-42b0-b8f6-92a815b63c8a.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, 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 Medlive Technology Co., Ltd., 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.
Medlive Technology Co., Ltd.
醫脈通科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2192)
PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES
PROPOSED RE-ELECTION OF DIRECTORS
DECLARATION OF FINAL DIVIDEND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at Level 1, Jinye Meeting Room, Yimaitong Mansion, Huangqu East Road No. 5 Courtyard Building 4, Chaoyang District, Beijing, PRC on 8 May 2025 at 3:00 p.m. is set out on pages AGM-1 to AGM-4 of 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 return the same to the Company's Hong Kong share registrar, 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 annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting should you so wish.
14 April 2025
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD
INTRODUCTION... 4
REPURCHASE MANDATE AND SHARE ISSUE MANDATE... 4
RE-ELECTION OF DIRECTORS... 5
DECLARATION OF FINAL DIVIDEND... 9
AGM... 9
CLOSURE OF REGISTER OF MEMBERS... 9
ACTIONS TO BE TAKEN... 10
VOTING BY WAY OF POLL... 10
RECOMMENDATION... 10
FURTHER INFORMATION... 11
APPENDIX I — EXPLANATORY STATEMENT... I-1
NOTICE OF AGM... AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be held at Level 1, Jinye Meeting Room, Yimaitong Mansion, Huangqu East Road No. 5 Courtyard Building 4, Chaoyang District, Beijing, PRC on 8 May 2025 at 3:00 p.m.
"AGM Notice"
the notice for convening the AGM as set out on pages AGM-1 to AGM-4 of this circular
"Articles" or "Articles of Association"
the articles of association of the Company
"Board"
the board of Directors
"Company"
Medlive Technology Co., Ltd., an exempted company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange
"Directors"
the directors of the Company
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"
7 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"Nomination Committee"
the nomination committee of the Company
"Ordinary Resolution(s)"
the proposed ordinary resolution(s) as referred to in the AGM Notice
- 1 -
DEFINITIONS
| “PRC” | the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region and Taiwan |
|---|---|
| “Remuneration Committee” | the remuneration committee of the Company |
| “Repurchase Mandate” | a general mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase Shares, details of which are set out in Ordinary Resolution no. 5 of the AGM Notice |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SFC” | the Securities and Futures Commission of Hong Kong |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | share(s) of US$0.00001 each in the share capital of the Company |
| “Share Buyback Rules” | the relevant rules set out in the Listing Rules to regulate the repurchase by companies listed on the Main Board of the Stock Exchange of their own securities |
| “Share Issue Mandate” | a general mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares, details of which are set out in Ordinary Resolution no. 6 of the AGM Notice |
| “Shareholder(s)” | shareholder(s) of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Hong Kong Code on Takeovers and Mergers |
| “%” | per cent |
- 2 -
LETTER FROM THE BOARD
Medlive Technology Co., Ltd.
醫脈通科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2192)
Executive Directors:
Ms. Tian Liping (Chairwoman and Chief Executive Officer)
Mr. Tian Lixin
Mr. Tian Lijun
Ms. Zhou Xin
Registered Office:
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Non-executive Directors:
Mr. Eiji Tsuchiya
Mr. Kazutaka Kanairo
Principal Place of Business
in Hong Kong:
31/F., Tower Two, Times Square
1 Matheson Street
Hong Kong
Independent Non-executive Directors:
Mr. Richard Yeh
Dr. Ma Jun
Ms. Wang Shan
14 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSED GRANT OF GENERAL MANDATES
TO REPURCHASE AND TO ISSUE SHARES
PROPOSED RE-ELECTION OF DIRECTORS
DECLARATION OF FINAL DIVIDEND
NOTICE OF ANNUAL GENERAL MEETING
- 3 -
LETTER FROM THE BOARD
INTRODUCTION
At the forthcoming AGM, Ordinary Resolutions will be proposed to seek Shareholders’ approval for, among other things, (i) the granting of the Repurchase Mandate and the Share Issue Mandate to the Directors; (ii) the re-election of the Directors; and (iii) the declaration of a final dividend.
The purpose of this circular is to provide you with information regarding the proposed grant of the Repurchase Mandate and the Share Issue Mandate, the proposed re-election of the Directors and the proposed declaration of a final dividend.
REPURCHASE MANDATE AND SHARE ISSUE MANDATE
At the AGM, the Directors propose to seek the approval of the Shareholders for the granting to the Directors of the Repurchase Mandate and the Share Issue Mandate.
Repurchase Mandate
At the AGM, an Ordinary Resolution will be proposed that the Directors be given an unconditional general mandate to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and which is recognized by the SFC and the Stock Exchange for such purpose, of an aggregate nominal amount of up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of approval of the Repurchase Mandate. Details of the Repurchase Mandate are set out in Ordinary Resolution no. 5 of the AGM Notice.
As at the Latest Practicable Date, the Company had an aggregate of 732,876,000 Shares in issue and had no treasury shares. Subject to the passing of the Ordinary 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 73,287,600 Shares.
An explanatory statement as required under the Share Buyback Rules, giving certain information regarding the Repurchase Mandate, is set out in Appendix I to this circular.
LETTER FROM THE BOARD
Share Issue Mandate
At the AGM, an Ordinary Resolution will also be proposed that the Directors be given an unconditional general mandate to allot, issue and deal with additional Shares of an aggregate nominal amount of up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of approval of the Share Issue Mandate.
An Ordinary Resolution will also be proposed to authorize the extension of the Share Issue Mandate by an addition thereto of an amount representing the aggregate nominal amount of the issued share capital of the Company repurchased by the Company under the Repurchase Mandate (if granted).
Subject to the passing of the Ordinary Resolution for the approval of the Share Issue 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 Share Issue Mandate to allot, issue and deal with a maximum of 146,575,200 Shares.
Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in Ordinary Resolutions nos. 6 and 7 of the AGM Notice, respectively.
The Repurchase Mandate and the Share Issue Mandate shall continue to be in force during the period from the date of passing of the Ordinary Resolutions for the approval of the Repurchase Mandate and the Share 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 Articles or any applicable law to be held; or (iii) the revocation or variation of the Repurchase Mandate or the Share Issue Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
RE-ELECTION OF DIRECTORS
In accordance with article 16.19 of the Articles, Mr. Tian Lijun, Mr. Eiji Tsuchiya and Ms. Wang Shan (the "Re-electing Directors") shall retire by rotation at the AGM and they being eligible, offer themselves for re-election at the AGM.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, and the skills, experience, professional knowledge, time commitments and contribution of the Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and director's nomination policy, as well as the Company's corporate strategies.
LETTER FROM THE BOARD
Ms. Wang Shan, being an independent non-executive Director, has confirmed her independence with reference to the factors set out in Rule 3.13 of the Listing Rules. Ms. Wang Shan is one of the three female Directors of the Company's nine members Board, is a PRC Certified Public Accountant and a PRC Certified Tax Agent and has demonstrated the ability to provide an independent, balanced and objective view to the Company's matters. The Nomination Committee and the Board thus considered that Ms. Wang Shan is independent in accordance with the independence guidelines set out in the Listing Rules.
In light of the background and work experience of the Re-electing Directors, the Nomination Committee and the Board believed that they will continue to bring valuable experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nomination Committee and the Board therefore recommended the re-election of all the Re-electing Directors, including the independent non-executive Director, who are due to retire at the AGM.
The biographies of Mr. Tian Lijun, Mr. Eiji Tsuchiya and Ms. Wang Shan are set out below:
Mr. Tian Lijun (田立軍) ("Mr. Tian"), aged 51, is an executive Director of the Company, a vice president of the Group and a deputy head of the Medical Information Science Research Unit. Mr. Tian is primarily responsible for overseeing and managing the research, development and innovation of the products and technologies of the Group. Mr. Tian joined the Group in June 1996 and has been a Director of the Company since December 2013. He has been the chief technology officer of Kingyee (Beijing) Co., Ltd. (金葉天成(北京)科技有限公司) since August 2013. Mr. Tian has over 22 years of experience in the medical information technology industry. Mr. Tian previously worked at Technocraft Japan as a software engineer.
Mr. Tian received his bachelor's degree with a major in computer science and engineering from Beihang University (北京航空航天大學) in the PRC in July 1996.
Mr. Tian is the younger brother of Ms. Tian Liping (田立平), the Chairwoman and Chief Executive Officer of the company and Mr. Tian Lixin (田立新), an executive Director of the Company.
Mr. Tian has entered into a service contract with the Company for a term of three years commencing from 18 June 2024, unless terminated in certain circumstances in accordance with the terms of the service contract, and he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provision of the Articles.
- 6 -
LETTER FROM THE BOARD
Mr. Tian's current annual salary is RMB708,000 (which is subject to review by the Board and the Remuneration Committee) and he is also entitled to a discretionary bonus as may be determined by the Board and the Remuneration Committee based on the performance of his duties and the Company's earnings. The remuneration of Mr. Tian has been determined with reference to his duties, responsibilities and experience, and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Tian held 1,562,500 Shares and share options to subscribe for 637,500 Shares. Therefore, Mr. Tian is interested in 2,200,000 Shares within the meaning of Part XV of the SFO. Save as aforesaid, Mr. Tian does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
Mr. Eiji Tsuchiya (桶屋英二) ("Mr. Tsuchiya"), aged 60, is a non-executive Director of the Company. Mr. Tsuchiya is primarily responsible for providing professional advice and judgment to the Board. He has been a Director of the Company since December 2013. Mr. Tsuchiya has over 38 years of experience in insurance and financial consulting and over 18 years of experience in the healthcare technology industry.
Mr. Tsuchiya joined M3, Inc. in August 2006 and currently is an executive director of M3, Inc.. M3, Inc. is a company listed on the Tokyo Stock Exchange (Stock Code: 2413.T). Prior to joining M3, Inc., Mr. Tsuchiya worked at Asahi Mutual Life Insurance Company from April 1987 to January 2000, where his last position was deputy manager of asset liability management development group. From February 2000 to February 2001, Mr. Tsuchiya served as a strategy consultant at Deloitte Tohmatsu Consulting LLC (previously known as ABeam Consulting Ltd.) in Japan. From September 2001 to August 2006, Mr. Tsuchiya served as a financial adviser at KPMG FAS Co., Ltd., (previously known as GMD Corporate Finance) in Japan.
Mr. Tsuchiya received his bachelor's degree in commerce from Waseda University in Japan in March 1987 and obtained his MBA degree from University of California, Irvine in the United States in June 1997.
Mr. Tsuchiya has entered into a letter of appointment with the Company for a term of three years commencing from 15 July 2024 unless terminated in certain circumstances in accordance with the terms of the letter of appointment, and he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provision of the Articles.
Mr. Tsuchiya does not receive any remuneration from the Group.
As at the Latest Practicable Date, Mr. Tsuchiya did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
- 7 -
LETTER FROM THE BOARD
Ms. Wang Shan (王珊) (“Ms. Wang”), aged 51, is an independent non-executive Director of the Company and is responsible for providing independent advice to the Board.
Ms. Wang has served various roles at a joint venture company, Beijing Hitachi Huasun Information Systems Co., Ltd. (北京日立華勝信息系統有限公司), since July 1995 until July 2022 when the term of the joint venture company expired. Her last position at the joint venture company was director of the finance division of the management supervision department. From November 2022 to September 2023, Ms. Wang worked at the chief financial officer-led department at Hitachi Solutions (China) Co., Ltd. (日立解決方案(中國)有限公司) and is responsible for conducting liquidation jobs. Ms. Wang retired in September 2023.
Ms. Wang received her bachelor's degree in applied mathematics from Beijing Union University (北京聯合大學) in the PRC in July 1995. She obtained the primary accountant qualification (初級會計師資格) from Ministry of Finance of the PRC in May 1999 and the medium level accountant qualification (中級會計師資格) from Beijing Human Resources and Social Security Bureau in October 2012. Ms. Wang is a PRC Certified Public Accountant, who has obtained her qualification from Chinese Institute of Certified Public Accountants in May 2001, and is also a PRC Certified Tax Agent, who has obtained her qualification from the China Certified Tax Agents Association in November 2018.
Ms. Wang has entered into a letter of appointment with the Company for a term of three years commencing from 15 July 2024 unless terminated in certain circumstances in accordance with the terms of the letter of appointment, and she is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provision of the Articles.
Ms. Wang is entitled to a director's fee of RMB150,000 per annum, which is determined with reference to her duties, responsibilities and experience, and prevailing market conditions.
As at the Latest Practicable Date, Ms. Wang did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, none of the Re-electing Directors has any relationship with any other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company nor has any of them held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the Latest Practicable Date or other major appointments and professional qualifications.
- 8 -
LETTER FROM THE BOARD
Save as disclosed above, none of the Re-electing Directors has a service contract or a letter of appointment with the Company or any its subsidiaries which is not determinable by the employing company within one year without payment of compensation (other than statutory compensation).
Save as disclosed above, there are no other matters concerning the Re-electing Directors that need to be brought to the attention of the Shareholders nor is there any other information relating to the Re-electing Directors that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
DECLARATION OF FINAL DIVIDEND
The Board has resolved to recommend a final dividend of RMB0.1366 (equivalent to HK$0.1480, based on the rate of HK$1.08310 to RMB1.00, being the official exchange rate of HK dollars against Renminbi as quoted by the People's Bank of China on 21 March 2025) per Share. Subject to the passing of the relevant resolution at the AGM, the final dividend will be paid in HK dollars at HK$0.1480 per Share. The final dividend will be paid on or around 6 June 2025 to Shareholders whose names appear on the register of members of the Company on 16 May 2025.
AGM
A notice convening the AGM to be held at Level 1, Jinye Meeting Room, Yimaitong Mansion, Huangqu East Road No. 5 Courtyard Building 4, Chaoyang District, Beijing, PRC on 8 May 2025 at 3:00 p.m. is set out on pages AGM-1 to AGM-4 of this circular. At the AGM, Ordinary Resolutions will be proposed to approve, among other things, the proposed grant of the Repurchase Mandate and the Share Issue Mandate, the proposed re-election of the Re-electing Directors and the proposed declaration of a final dividend.
CLOSURE OF REGISTER OF MEMBERS
To ascertain shareholders' eligibility to attend and vote at the AGM, the register of members of the Company will be closed from 2 May 2025 to 8 May 2025 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to be entitled to attend and vote at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on 30 April 2025.
- 9 -
LETTER FROM THE BOARD
To ascertain shareholders' entitlement to the proposed final dividend upon the passing of the relevant resolution, the register of members of the Company will be closed from 14 May 2025 to 16 May 2025 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for the proposed final dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on 13 May 2025.
ACTIONS TO BE TAKEN
A form of proxy for use at 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 (http://ir.medlive.cn). 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 return the same to the Company's Hong Kong share registrar, 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 adjourned meeting.
Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RECOMMENDATION
The Directors consider the proposed grant of the Repurchase Mandate and the Share Issue Mandate, the proposed re-election of the Re-electing Directors and the proposed declaration of a final dividend are all in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the relevant Ordinary Resolutions to be proposed at the AGM.
- 10 -
LETTER FROM THE BOARD
FURTHER INFORMATION
Your attention is also drawn to the additional information set out in the appendices to this circular.
Yours faithfully
For and on behalf of the Board
Medlive Technology Co., Ltd.
Tian Liping
Chairwoman and Chief Executive Officer
- 11 -
APPENDIX I
EXPLANATORY STATEMENT
LISTING RULES
The Listing Rules permit listed companies to repurchase their own shares on the Stock Exchange or any other stock exchange on which their shares may be listed and which is recognized by the SFC and the Stock Exchange for such purpose, subject to certain restrictions. This appendix serves as an explanatory statement, as required by the Share Buyback Rules to be sent to Shareholders in connection with the proposed grant of the Repurchase Mandate, to provide the requisite information to Shareholders for their consideration of the Repurchase Mandate.
Neither this explanatory statement nor the repurchase of Shares pursuant to the Repurchase Mandate has any unusual features.
EXERCISE OF THE REPURCHASE MANDATE
Whilst the Directors do not presently intend to repurchase any Shares immediately, they believe that the flexibility afforded by the Repurchase Mandate granted to them if the Ordinary Resolution set out as Ordinary Resolution no. 5 of the AGM Notice is passed would be beneficial to the Company and its Shareholders as a whole. It is proposed that up to 10% of the issued and outstanding Shares (excluding treasury shares) on the date of the passing of the resolution to approve the Repurchase Mandate may be repurchased. As at the Latest Practicable Date, 732,876,000 Shares were issued and outstanding and the Company did not hold any treasure shares. On the basis of such figures, the Directors would be authorized to repurchase up to 73,287,600 Shares during the period up to the date of the next annual general meeting in 2026, or the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held, or the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders at a general meeting of the Company, whichever of these three events occurs first.
The Directors will exercise the Repurchase Mandate in accordance with the Company's Memorandum and Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands.
REASONS FOR REPURCHASES
Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. The Company intends to hold any repurchased shares following their settlement as treasury shares. Treasury shares can be used to support employee share incentives or can be resold on the market, giving the Company flexibility in managing its capital structure.
APPENDIX I
EXPLANATORY STATEMENT
FUNDING OF REPURCHASES
Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company's available cash flow or working capital facilities. Any repurchases will be made out of funds of the Company legally permitted to be utilized in this connection in accordance with the Memorandum and Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. The Company may not repurchase its own Shares on the Stock Exchange 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.
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2024) in the event that the Repurchase Mandate is exercised in full. 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 or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
DISCLOSURE OF INTERESTS
None of the Directors, and to the best of their knowledge, having made all reasonable enquiries, none of their close associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company or its subsidiaries.
No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, nor have they undertaken not to do so, if the Repurchase Mandate is exercised.
SHARE REPURCHASE MADE BY THE COMPANY
The Company did not repurchase any Shares on the Stock Exchange in the six months preceding the Latest Practicable Date.
TAKEOVERS CODE CONSEQUENCES
If as a result of a repurchase of Shares by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level
APPENDIX I
EXPLANATORY STATEMENT
of increase of its or their shareholding, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors are aware of the consequences arising under the Takeovers Code of any repurchase.
As at the Latest Practicable Date, M3, Inc., a controlling Shareholder, was recorded in the register required to be kept by the Company under sections 336 and 352 of the SFO as having an interest in 267,540,000 Shares, representing approximately 36.51% of the issued and outstanding share capital of the Company as at that date. As at the Latest Practicable Date, Tiantian Co., Limited, another controlling Shareholder, together with its shareholders and their respective parties acting in concert, hold in aggregate 278,975,000 Shares, representing approximately 38.07% of the issued and outstanding share capital of the Company as at that date. In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held directly or indirectly by M3, Inc. or Tiantian Co., Limited, (together with its shareholders and their respective parties acting in concert), the interest of each of M3, Inc. and Tiantian Co., Limited (together with its shareholders and their respective parties acting in concert) in the Company will be increased to approximately 40.56% and 42.30%, respectively of the issued share capital of the Company immediately after the exercise in full of the Repurchase Mandate and each of them will become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
In addition, in exercising the Repurchase Mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.
- I-3 -
APPENDIX I
EXPLANATORY STATEMENT
MARKET PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months immediately before the Latest Practicable Date were:
| Traded Market Price | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| April | 8.580 | 7.180 |
| May | 9.230 | 7.480 |
| June | 7.940 | 7.350 |
| July | 8.600 | 6.660 |
| August | 8.830 | 6.610 |
| September | 9.490 | 6.990 |
| October | 10.040 | 8.380 |
| November | 10.640 | 8.350 |
| December | 10.580 | 9.510 |
| 2025 | ||
| January | 9.900 | 8.390 |
| February | 16.620 | 8.400 |
| March | 16.880 | 11.820 |
| April (up to and including the Latest Practicable Date) | 14.340 | 9.410 |
EXTENSION OF SHARE ISSUE MANDATE
A resolution as set out in Ordinary Resolution no. 7 of the AGM Notice will also be proposed at the AGM authorizing the Directors to increase the maximum number of new Shares which may be issued under the general mandate for the issuance and allotment of Shares by adding to it the nominal amount of any Shares repurchased pursuant to the Repurchase Mandate.
NOTICE OF AGM
王欣惠
medlive.cn
Medlive Technology Co., Ltd.
醫脈通科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2192)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Medlive Technology Co., Ltd. (the "Company") will be held on 8 May 2025 at 3:00 p.m. at Level 1, Jinye Meeting Room, Yimaitong Mansion, Huangqu East Road No. 5 Courtyard Building 4, Chaoyang District, Beijing, PRC to consider and, if thought fit, to pass the following resolutions:
ORDINARY RESOLUTIONS
- To receive and consider the audited financial statements and the Reports of the Directors and Auditors of the Company and its subsidiaries for the year ended 31 December 2024.
- To declare a final dividend for the year ended 31 December 2024.
- To re-elect directors and to authorize the Board to fix the remuneration of directors.
- To re-appoint Ernst & Young as the auditors of the Company and authorize the Directors to fix their remuneration.
5. "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase shares of US$0.00001 each in the capital of the Company (the "Shares") be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of Shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange on which securities of the Company may be listed and which is recognized for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited pursuant to the approval in paragraph (a) above shall not
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NOTICE OF AGM
exceed or represent more than 10% of the aggregate nominal amount of the share capital of the Company in issue (excluding treasury shares) at the date of passing this Resolution, and the said approval shall be limited accordingly;
for the purpose of this Resolution “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or
(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.”
- “THAT a general mandate be and is hereby unconditionally given to the Directors to exercise full powers of the Company to allot, issue and deal with additional shares in the Company (including the making and granting of offers, agreements and options which might require shares to be allotted, whether during the continuance of such mandate or thereafter) provided that, otherwise than pursuant to (i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares; (ii) an issue of shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities which carry rights to subscribe for or are convertible into shares of the Company; (iii) the exercise of options granted under any share option scheme adopted by the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend in accordance with the articles of association of the Company, the aggregate nominal amount of the shares allotted shall not exceed the aggregate of:
(a) 20% of the aggregate nominal amount of the share capital of the Company in issue (excluding treasury shares) as at the date of the passing of this resolution, plus
(b) (if the Directors are so authorized by a separate ordinary resolution of the shareholders of the Company) the nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% (excluding treasury shares) of the aggregate nominal amount of the share capital of the Company in issue (excluding treasury shares) as at the date of the passing of ordinary resolution no. 7).
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NOTICE OF AGM
Such mandate shall expire at the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or
(iii) the date of any revocation or variation of the mandate given under this resolution by ordinary resolution of the shareholders of the Company at a general meeting.”
- “THAT subject to ordinary resolutions nos. 5 and 6 being duly passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional shares in the Company pursuant to ordinary resolution no. 6 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution no. 5, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company (excluding treasury shares) as at the date of the passing of this resolution.”
By Order of the Board
Medlive Technology Co., Ltd.
Tian Liping
Chairwoman and Chief Executive Officer
Hong Kong, 14 April 2025
Registered office:
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Principal place of business
in Hong Kong:
31/F., Tower Two, Times Square
1 Matheson Street
Hong Kong
Notes:
- Any shareholder entitled to attend and vote at the above meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.
NOTICE OF AGM
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In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, shall be deposited at the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the above meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person if he is subsequently able to be present.
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A form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
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In the case of joint holders of any shares, any one of such joint holders may vote at the above meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the above meeting, either personally or by proxy, the joint holder whose name stands first in the Register of Shareholders, will alone be entitled to vote in respect of such shares.
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On a poll, every shareholder present at the meeting shall be entitled to one vote for every fully paid-up share of which he is the holder. The result of such poll shall be deemed to be the resolution of the meeting at which the poll was so required or demanded.
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To ascertain shareholders' eligibility to attend and vote at the AGM, the register of members of the Company will be closed from 2 May 2025 to 8 May 2025 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to be entitled to attend and vote at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on 30 April 2025.
To ascertain shareholders' entitlement to the proposed final dividend upon passing resolution no. 2 above, the register of members of the Company will be closed from 14 May 2025 to 16 May 2025 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for the proposed final dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on 13 May 2025.
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Concerning resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders. The explanatory statement containing the information necessary to enable the shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited is set out in Appendix I to the circular of the Company dated 14 April 2025.
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AGM-4 -