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Nayuki Holdings Limited Proxy Solicitation & Information Statement 2025
50402_rns_2025-05-30_3a832030-8b1f-4167-9fe6-e3514c66216e.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 or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Nayuki Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities 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 however arising from or in reliance upon the whole or any part of the contents of this circular.
条雲的茶
Nayuki Holdings Limited
奈雪的茶控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2150)
PROPOSALS FOR
RE-ELECTION OF DIRECTORS,
RE-APPOINTMENT OF AUDITOR,
GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM to be held on at Supreme Conference Room, 4/F, OCT REAL ONE, Baoxing Road, Bao'an District, Shenzhen, PRC on June 27, 2025 at 3:00 p.m. is set out on pages 16 to 20 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.naixuecha.com) respectively.
Whether or not you intend to attend the AGM, you are required to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but 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 shall not preclude you from attending and voting in person at the AGM if you so wish. For the avoidance of doubt, holders of treasury shares of the Company, if any, shall abstain from voting at the AGM.
May 30, 2025
CONTENTS
Page
Definitions 1
Letter from the Board 4
Appendix I — The biographical details of the Directors proposed to be re-elected at the Annual General Meeting 9
Appendix II — Explanatory statement on Repurchase Mandate 12
Notice of Annual General Meeting 16
- i -
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 held at Supreme Conference Room, 4/F, OCT REAL ONE, Baoxing Road, Bao'an District, Shenzhen, PRC on June 27, 2025 at 3:00 p.m. or any adjournment thereof, the notice of which is set out on pages 16 to 20 of this circular
"Articles of Association" the amended and restated memorandum and articles of association of the Company currently in force and as amended from time to time
"Audit Committee" the audit committee of the Board
"Auditor" the auditor of the Company
"Board" the board of Directors
"CCASS" the Central Clearing and Settlement System, a securities settlement system established and operated by the HKSCC
"Chairman" the chairman of the Board
"Chief Executive Officer" the chief executive officer of the Company
"Companies Law" the Companies Law of the Cayman Islands, Cap. 22 (Law 3 of 1961) as amended, supplemented or otherwise modified from time to time
"Company" Nayuki Holdings Limited 奈雪的茶控股有限公司, an exempted company incorporated under the laws of the Cayman Islands with limited liability whose Shares are listed and traded on the main board of the Stock Exchange (stock code: 2150)
"Director(s)" the director(s) of the Company
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
- 1 -
- 2 -
DEFINITIONS
"HKSCC"
the Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares (including any sale or transfer of Treasury Shares out of treasury) of up to 20% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate
"Latest Practicable Date"
May 26, 2025, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Nomination Committee"
the nomination committee of the Company
"PRC" or "China"
the People's Republic of China, and for the purpose of this circular, shall not apply to Hong Kong, the Macau Special Administrative Region and Taiwan
"Repurchase Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of Shares of up to 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing of the relevant resolution granting such mandate, and to determine whether such Shares repurchased shall be held as Treasury Shares by the Company or otherwise be cancelled
"Remuneration Committee"
the remuneration committee of the Company
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong)
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DEFINITIONS
"Share(s)"
ordinary share(s) of US$0.00005 each in the ordinary share capital of the Company, or, if there has been a sub-division, consolidation, re-classification, reduction or re-construction of the share capital of the Company, shares being the ordinary shares of the Company of such other nominal amount as shall result from any such sub-division, consolidation, re-classification or reconstruction (for the avoidance of doubt, the holders of Treasury Shares have no voting rights at the general meeting(s) of the Company)
"Shareholder(s)"
the holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Code on Takeovers and Mergers and Share Buy-backs, as amended, supplemented or otherwise modified from time to time
"Treasury Shares"
has the meaning ascribed to it in the Listing Rules
"US$"
United States dollars, the lawful currency of the United States of America
"%"
per cent
LETTER FROM THE BOARD
Nayuki Holdings Limited
奈雪的茶控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2150)
Executive Directors:
Mr. Zhao Lin (Chairman and
Chief Executive Officer)
Ms. Peng Xin
Independent Non-executive Directors:
Mr. Liu Yiwei
Ms. Zhang Rui
Mr. Xie Yongming
Registered office in the Cayman Islands:
Walkers Corporate Limited
190 Elgin Avenue, George Town
Grand Cayman KY1-9008
Cayman Islands
Headquarters and principal place of
business in the PRC:
4-5/F, OCT REAL ONE
Baoxing Road
Bao'an District
Shenzhen, PRC
Principal place of business in Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong
May 30, 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
RE-ELECTION OF DIRECTORS,
RE-APPOINTMENT OF AUDITOR,
GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed to seek approval of the Shareholders in respect of, among other matters, the ordinary resolutions to (i) the re-election of Directors; (ii) the re-appointment of Auditor; and (iii) the granting to the Directors the Issue Mandate and the Repurchase Mandate.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
The Board currently consists of five Directors, namely Mr. Zhao Lin and Ms. Peng Xin as executive Directors; and Mr. Liu Yiwei, Ms. Zhang Rui and Mr. Xie Yongming as independent non-executive Directors.
In accordance with Article 108(a) 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 three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Any Director appointed under Article 112 shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at an annual general meeting. Accordingly, Ms. Peng Xin and Ms. Zhang Rui will retire by rotation at the AGM and, being eligible, offer themselves for re-election.
The re-election of aforesaid Directors has been reviewed by the Nomination Committee which recommended to the Board that the re-election be proposed for the Shareholders' approval at the AGM based on the nomination policy and the diversity policy adopted by the Company. The Nomination Committee also assessed and reviewed the written confirmations received from Ms. Zhang Rui, who has offered herself for re-election at the AGM, that (i) she meets the independence criteria as set out in Rule 3.13 of the Listing Rules; (ii) she 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 in the Listing Rules) of the Company; and (iii) there are no other factors that may affect her independence, and formed the view that she has met the independence criteria as set out in Rule 3.13 of the Listing Rules and remains independent.
The Board is of the view that Ms. Zhang Rui has made objective and constructive advices on the strategy and business development of the Company, and have given independent yet informed guidance to the Company leveraging on her expertise, experience and skills from her diversified background and professional experience and through her active participation in discussions in and outside of the Board meetings. Ms. Zhang Rui demonstrates firm commitment to her roles. The Board is satisfied that Ms. Zhang Rui has the required integrity, character and experience and commitment required from the role of Director and made contribution to the diversity of the Board.
As the executive director with rich industry experience and management experience, Ms. Peng Xin was continuously responsible for overseeing operations of the Group and brought valuable strategic plan and business direction of the Group through her leadership since her appointment.
As a person with extensive financial experience, Ms. Zhang Rui, as an independent non-executive Director as well as the chairperson of the Audit Committee, provided her constructive views and opinions to the Board for financial management and promoting the best interests of the Company and the Shareholders from time to time.
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LETTER FROM THE BOARD
The Board, with the recommendation of the Nomination Committee, believes that the valuable knowledge and experience of the above Directors in the businesses of the Group and their general business acumen continue to generate significant contribution to the Company and the Shareholders as a whole and supports their re-elections as Directors at the AGM. The Board considers the re-elections of Ms. Peng Xin as executive Director, and Ms. Zhang Rui as independent non-executive Director, are in the best interest of the Company and the Shareholders as a whole.
For good corporate governance, each of the above Directors abstained from voting at the relevant meetings on the respective propositions of their recommendations for re-election by the Shareholders. The biographical details of the above-mentioned Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.
RE-APPOINTMENT OF AUDITOR
KPMG will retire as the Auditor at the AGM and, being eligible, offer themselves for re-appointment. The Board, upon the recommendation of the Audit Committee, proposed to re-appoint KPMG as the Auditor and to hold office until the conclusion of the next annual general meeting of the Company; and the Board proposed it be authorized to fix the remuneration of the Auditor.
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
Pursuant to the resolutions of the then Shareholders passed at the annual general meeting of the Company held on June 28, 2024, the Directors were granted by the then Shareholders (i) a general unconditional mandate to allot, issue and deal in Shares (including any sale or transfer of Treasury Shares out of treasury) not exceeding 20% of the aggregate number of Shares in issue (excluding any Treasury Shares) immediately following the conclusion of the last annual general meeting of the Company; (ii) a general unconditional mandate to repurchase Shares up to 10% of the aggregate number of Shares in issue (excluding any Treasury Shares) immediately following the conclusion of the last annual general meeting of the Company; and (iii) to extend the general mandate mentioned in (i) above by the addition of an amount representing the aggregate number of Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to (ii) above.
The above general mandates will continue in force until (i) the conclusion of the AGM; or (ii) the date by which the AGM is required by the Articles of Association or the Companies Law or any applicable law(s); or (iii) the revocation or variation by ordinary resolution of the Shareholders at general meeting, whichever occurs first. The Directors would therefore like to seek your approval by way of ordinary resolutions to be proposed at the AGM to approve the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares pursuant thereto. Please refer to the resolution No. 4 set out in the notice of AGM on pages 16 to 20 of this circular for details of the proposed Issue Mandate and Repurchase Mandate.
- 6 -
LETTER FROM THE BOARD
As at the Latest Practicable Date, the number of issued Shares (excluding the Treasury Shares) was 1,705,010,647; and the Company also has 2,577,500 Treasury Shares. Assuming that no further Shares are to be issued or repurchased prior to the AGM, the Issue Mandate will grant the Directors an authority to issue up to 341,002,129 Shares and the Repurchase Mandate will grant the Directors an authority to repurchase up to 170,501,064 Shares, representing 20% and 10% respectively of the issued Shares (excluding any Treasury Shares).
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix II to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant the Directors the Repurchase Mandate at the AGM.
ANNUAL GENERAL MEETING
Set out on pages 16 to 20 of this circular is a notice convening the AGM to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the re-election of Directors, the re-appointment of Auditor and the granting of the Issue Mandate and the Repurchase Mandate.
A form of proxy for use at the AGM is enclosed herewith. If you are not able to attend and/or vote at the AGM in person, you are requested to complete the form of proxy and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman 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.
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, June 24, 2025 to Friday, June 27, 2025 (both days inclusive) during which period no transfer of shares will be registered. In order to qualify for attending the AGM, all share certificates with completed transfer forms must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, June 23, 2025.
- 7 -
LETTER FROM THE BOARD
RECOMMENDATION
The Board considers that the ordinary resolutions in relation to the re-election of Directors, the re-appointment of Auditor and the granting of the Issue Mandate and the Repurchase Mandate to be proposed at the AGM are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all resolutions at the AGM.
GENERAL
Your attention is also drawn to 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,
By order of the Board
Nayuki Holdings Limited
ZHAO Lin
Chairman
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APPENDIX I
THE BIOGRAPHICAL DETAILS OF THE DIRECTORS
PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following set out the details of the Directors who are eligible and will offer themselves for re-election at the AGM.
- Ms. Peng Xin (彭心) ("Ms. Peng")
Position and experience
Ms. Peng Xin (彭心), aged 37, has served as the director of Shenzhen Pindao Food & Beverage Management Co., Ltd. (深圳市品道餐飲管理有限公司) (“Shenzhen Pindao Management”) since inception of the Group in May 2014 and a Director since September 2019. Ms. Peng was redesignated as executive Director and appointed as general manager of the Company on February 5, 2021. Ms. Peng co-founded the Group with Mr. Zhao Lin in May 2014 and is responsible for overseeing product development, quality control and overall marketing strategy of the Group. Ms. Peng has been acting as a director of Shanghai Chatian Catering Management Co., Ltd. (上海茶田餐飲管理有限公司) since February 2023. Ms. Peng is also the director of Linxin Group Limited and Linxin Holdings Limited, both being controlling Shareholders.
Prior to founding Shenzhen Pindao Management, Ms. Peng served as the deputy secretary general of Pearl Club of Kingdee Software (China) Co., Ltd. (金蝶軟件(中國)有限公司) from August 2010 to October 2012; as the director of Shenzhen Linxin Culture Communication Co., Ltd. (深圳市林心文化傳播有限責任公司) (which has been voluntarily deregistered in July 2022) from July 2018 to July 2022 and the director of Shenzhen Xinlin Culture Communication Co., Ltd. (深圳市心林文化傳播有限責任公司) from August 2017.
Ms. Peng received a bachelor's degree in business management from Jiangxi University of Finance and Economics (江西財經大學) in July 2010. Ms. Peng currently holds directorships in the following principal subsidiaries of the Group: Shenzhen Pindao Group Co., Ltd. (深圳市品道集團有限公司), Shenzhen Pindao Management and Shenzhen Pindao Supply Chain Management Co., Ltd. (深圳市品道供應鏈管理有限公司).
Length of services and director's emoluments
Pursuant to the appointment letter entered into between Ms. Peng and the Company, her initial term of office is three years from February 5, 2021. Such appointment letter was renewed on similar terms and effective from February 5, 2024 for another term of three years. She is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association. There is no director's fee for Ms. Peng as an executive Director. The emoluments of Ms. Peng for the year ended December 31, 2024 was approximately RMB1.7 million. Details of her emoluments are set out in note 8 to the financial statements in the 2024 annual report of the Company. The remuneration of Ms. Peng is determined by the Board with reference to the recommendation given by the Remuneration Committee and having regard to her duties and responsibilities with the Company and the prevailing market conditions.
APPENDIX I
THE BIOGRAPHICAL DETAILS OF THE DIRECTORS
PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Relationships
Ms. Peng is the spouse of Mr. Zhao Lin, the Chairman, executive Director, Chief Executive Officer and one of the controlling Shareholders. Save as disclosed above, as far as the Directors are aware, Ms. Peng does not have any relationships with other directors, senior management, substantial shareholders or controlling shareholders of the Company.
Interests in Shares
As at the Latest Practicable Date, Ms. Peng was deemed to be interested in 1,007,281,120 Shares, representing approximately 58.99% of the Company's issued share capital, within the meaning of Part XV of the SFO.
2. Ms. Zhang Rui (張蕊) (“Ms. Zhang”)
Position and experience
Ms. Zhang Rui (張蕊), aged 62, has been appointed as independent non-executive Director with effect from June 18, 2021. Ms. Zhang is the chairperson of the Audit Committee.
Since September 1984, Ms. Zhang has been working at Jiangxi University of Finance and Economics (江西財經大學, formerly known as Jiangxi Institute of Finance and Economics (江西財經學院)), where she successively served as a teacher in department of finance and accounting, the head of the teaching and research section for auditing of department of finance and accounting, a deputy head of department of finance and accounting, the dean of faculty of accounting and a director of research and development center for accounting development.
Ms. Zhang has been an independent director of Shenzhen Aisidi Co., Ltd. (深圳市愛施德股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002416), since October 2019 and an independent director of Guosen Securities Co., Ltd. (國信證券股份有限公司), a company whose shares are listed on the Shenzhen Stock Exchange (stock code: 002736), since November 2023. In addition, she has been serving as a director of Shenzhen Pufanglimin Technology Co., Ltd. (深圳市普方立民科技股份有限公司) since November 2023.
Ms. Zhang received a bachelor's degree in commercial finance and accounting from Jiangxi Institute of Finance and Economics in July 1984, a master's degree in accounting from Jiangxi Institute of Finance and Economics in July 1990 and a doctorate degree in accounting from Zhongnan University of Economics and Law (中南財經政法大學) in December 2001.
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APPENDIX I
THE BIOGRAPHICAL DETAILS OF THE DIRECTORS
PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Ms. Zhang has been an expert entitled to special allowance granted by the State Council of the PRC since August 2005. She also obtained a certificate of Star Teacher in Higher Education Institutions (高等學校教學名師獎) issued by the Ministry of Education of the People's Republic of China in September 2009. Ms. Zhang was accredited as a professor by Jiangxi Title Reform Committee (江西省職稱改革領導小組) in March 1999.
Length of services and director's emoluments
Pursuant to the letter of appointment entered into between Ms. Zhang and the Company, her initial term of office is three years from June 18, 2021. Such appointment letter was renewed on similar terms and effective from June 18, 2024 for another term of three years. She is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.
Pursuant to the said letter of appointment, Ms. Zhang is entitled to a director's fee of HK$120,000 per annum. The emoluments of Ms. Zhang for the year ended December 31, 2024 was approximately RMB110,000. Details of her emoluments are set out in note 8 to the financial statements in the 2024 annual report of the Company. The emoluments of Ms. Zhang are determined by the Board with reference to the recommendation given by the Remuneration Committee and having regard to her performance, experience and responsibilities and the Company's remuneration policy.
Relationships
As far as the Directors are aware, as at the Latest Practicable Date, Ms. Zhang does not have any relationships with other directors, senior management, substantial shareholders, or controlling shareholders of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Ms. Zhang was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Save as disclosed above, there is no other information relating to the above retiring Directors that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders. Save as disclosed, none of the retiring Directors holds any position with the Company or any other member of the Group, nor any directorships in other listed public companies in the last three years.
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APPENDIX II
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.
- LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.
- SHARE CAPITAL
As at the Latest Practicable Date, the total number of issued Shares (excluding the Treasury Shares) was 1,705,010,647; and the Company also has 2,577,500 Treasury Shares. Subject to the passing of the resolution for repurchase of Shares and on the basis that no further new Shares will be issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 170,501,064 Shares, representing 10% of the existing issued Shares (excluding any Treasury Shares) as at the Latest Practicable Date.
- REASONS FOR REPURCHASES OF SHARES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. 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 repurchases, resolve to cancel the Shares repurchased following settlement of any such repurchase or hold them as Treasury Shares. Such repurchases 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 the earnings per Share. On the other hand, Shares repurchased and held by the Company as Treasury Shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Articles of Association and the applicable laws of the Cayman Islands and the Listing Rules. Share repurchases will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
- FUNDING OF REPURCHASES OF SHARES
Any repurchase of securities of the Company would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally available for the purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by its Articles of Association and subject to the provisions of the Companies Law, out of capital. Any premium payable on a 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 of Association and subject to the provisions of the Companies Law, out of capital.
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APPENDIX II
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
5. IMPACT OF THE REPURCHASE MANDATE
There might be a material adverse impact on the working capital or gearing position as compared with the position disclosed in the audited consolidated financial statements of the Company for the year ended December 31, 2024 in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period.
However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
6. SHARE PRICES
The highest and lowest prices at which the Shares (excluding any Treasury Shares) have traded on the Stock Exchange during each of the twelve months before the Latest Practicable Date were as follows:
| Share prices (per Share) | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| May | 3.05 | 2.46 |
| June | 2.54 | 2.05 |
| July | 2.19 | 1.73 |
| August | 1.84 | 1.32 |
| September | 2.07 | 1.20 |
| October | 2.20 | 1.36 |
| November | 1.72 | 1.37 |
| December | 1.71 | 1.34 |
| 2025 | ||
| January | 1.39 | 1.07 |
| February | 2.60 | 1.12 |
| March | 2.32 | 1.04 |
| April | 1.15 | 0.89 |
| May (up to the Latest Practicable Date) | 1.29 | 1.05 |
7. UNDERTAKING
The Directors have undertaken that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
APPENDIX II
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
8. GENERAL
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
No core connected person (as defined in the Listing Rules) has notified the Company that he/she 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.
The Company confirms that the explanatory statement set out in this Appendix II 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 unusual features.
Following a repurchase of Shares, the Company may cancel any repurchased Shares and/or hold them as Treasury Shares subject to, among others, market conditions and its capital management needs at the relevant time of the repurchases, which may change due to evolving circumstances.
For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below interim measures (collectively, the "Interim Measures") which include (without limitation):
(i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for the Treasury Shares deposited with CCASS;
(ii) in the case of dividends or distributions (if any and where applicable), withdrawing 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 relevant record date for the dividend or distributions; and
(iii) taking any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.
9. TAKEOVERS CODE AND MINIMUM PUBLIC SHAREHOLDING
If on exercise of the power to repurchase pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting-in-concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
APPENDIX II
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, Mr. Zhao Lin and Ms. Peng Xin are interested in 1,007,281,120 Shares, representing approximately 58.99% of the total number of Shares in issue. In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, then the attributable interest of Mr. Zhao Lin and Ms. Peng Xin would be increased from approximately 58.99% to approximately 65.53% of the total number of Shares in issue. Such increase would not give rise to a general offer obligation under the Takeovers Code. However, the Directors have no present intention to exercise the Repurchase Mandate to an extent such that the general offer obligation would be triggered and will not effect repurchases to such extent which would result in the number of Shares held by the public falling below the minimum public float under the public float waiver granted by the Stock Exchange.
10. SHARE PURCHASE MADE BY THE COMPANY
The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.
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NOTICE OF ANNUAL GENERAL MEETING
Nayuki Holdings Limited
奈雪的茶控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2150)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of Nayuki Holdings Limited (the “Company”) will be held at Supreme Conference Room, 4/F, OCT REAL ONE, Baoxing Road, Bao’an District, Shenzhen, PRC on June 27, 2025 at 3:00 p.m. for the purposes of considering and, if thought fit, passing the following matters.
ORDINARY RESOLUTIONS
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To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Directors") and auditor of the Company for the year ended December 31, 2024.
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(i) To re-elect Ms. Peng Xin as executive Director;
(ii) To re-elect Ms. Zhang Rui as independent non-executive Director; and
(iii) To authorize the board of Directors (the "Board") to fix remuneration of the Directors.
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To re-appoint KPMG as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix remuneration of auditor.
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To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:
(i) "THAT:
(a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of US$0.00005 each in the share capital of the Company (the "Shares") (including any sale or transfer of Treasury Shares (which shall have the
NOTICE OF ANNUAL GENERAL MEETING
meaning ascribed to it under the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”)) out of treasury if permitted under the Listing Rules), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted and issued (or Treasury Shares sold or transferred out of treasury) or agreed conditionally or unconditionally to be allotted and issued (or Treasury Shares sold or transferred out of treasury) (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to: (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an 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 shall not exceed 20% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
“Rights Issue” means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
(ii) “THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose and, if permitted under the Listing Rules, to determine whether such Shares repurchased shall be held as Treasury Shares by the Company or otherwise be cancelled, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(c) 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;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”
(iii) “THAT conditional upon resolutions (i) and (ii) above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with (or sell or transfer Treasury Shares out of treasury) additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution (i) above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution (ii) above, provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing this resolution.”
By order of the Board
Nayuki Holdings Limited
ZHAO Lin
Chairman
Shenzhen, the PRC, May 30, 2025
As at the date of this notice, the Board comprises Mr. ZHAO Lin and Ms. PENG Xin as executive Directors; and Mr. LIU Yiwei, Ms. ZHANG Rui and Mr. XIE Yongming as independent non-executive Directors.
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
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A member entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and vote on his/her behalf. A member who is a recognized clearing house within the meaning of the Securities and Futures Ordinance is entitled to appoint one or more proxies to attend and vote on its behalf. A proxy need not be a shareholder of the Company.
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In the case of joint holders of any shares in the Company, 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/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, either personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.
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In order to be valid, a form of proxy must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, June 24, 2025 to Friday, June 27, 2025 (both days inclusive) during which period no transfer of shares will be registered. In order to qualify for attending the Meeting, all share certificates with completed transfer forms must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, June 23, 2025.
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The votes at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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