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Ocean Line Port Development Limited Proxy Solicitation & Information Statement 2025
51477_rns_2025-04-24_6d0063fb-e3f4-4eb3-aed5-c1fa572773e1.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 Ocean Line Port Development 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.
遠航港口發展有限公司
OCEAN LINE PORT DEVELOPMENT LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8502)
(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 DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.
A notice convening the annual general meeting of the Company to be held at Suite 2101, 21/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on Wednesday, 28 May 2025 at 11:00 a.m. is set out on pages 15 to 19 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 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 adjournment thereof should you so wish.
This circular will remain on the "Latest Company Announcements" page of the GEM website at www.hkgem.com for a minimum period of 7 days from the date of publication and on the Company's website at www.oceanlineport.com.
24 April 2025
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 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 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 ... 3
Introduction ... 3
General Mandate and Repurchase Mandate ... 4
Re-election of Directors ... 5
AGM ... 5
Responsibility statement ... 6
Recommendation ... 6
General ... 6
Miscellaneous ... 6
Appendix I — Explanatory statement for the Repurchase Mandate ... 7
Appendix II — Particulars of Directors for re-election ... 11
Notice of AGM ... 15
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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 held at Suite 2101, 21/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on Wednesday, 28 May 2025 at 11:00 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 articles of association of the Company, as amended, supplemented and/or otherwise modified from time to time
"Board"
the board of Directors
"Company"
Ocean Line Port Development Limited (遠航港口發展有限公司), a company incorporated in the Cayman Islands as an exempted company with limited liability on 30 October 2017 and the issued Shares of which are listed on GEM (stock code: 8502)
"Director(s)"
the director(s) of the Company
"GEM"
GEM operated by the Stock Exchange
"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM, as amended, supplemented and/or otherwise modified from time to time
"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 issued share capital of the Company 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"
16 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"PRC"
the People's Republic of China excluding for the purpose of this circular, Hong Kong, Macao Special Administrative Region and Taiwan
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DEFINITIONS
“Registrar”
Tricor Investor Services Limited, the branch registrar of the Company in Hong Kong, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
“Repurchase Mandate”
the general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase Shares on the Stock Exchange with the total number of Shares up to 10% of the total number of Shares in issue as at the date of the passing of the resolution granting such mandate
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended, supplemented and/or otherwise modified from time to time
“Share(s)”
ordinary share(s) of HK$0.01 each in the share capital of the Company
“Shareholder(s)”
holder(s) of the Share(s) of the Company from time to time
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Takeovers Code”
the Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission, as amended, supplemented and/or otherwise modified from time to time
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“RMB”
Renminbi, the lawful currency of the PRC
“%”
per cent.
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LETTER FROM THE BOARD
遠航港口發展有限公司
OCEAN LINE PORT DEVELOPMENT LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8502)
Executive Directors:
Mr. Kwai Sze Hoi
Mr. Huang Xueliang
Non-executive Directors:
Ms. Cheung Wai Fung
Independent non-executive Directors:
Mr. Nie Rui
Mr. Cheng Yin Pan
Mr. Cheung Sze Ming
Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Principal place of business
Hong Kong:
Room 2715–16, 27/F.
Hong Kong Plaza
188 Connaught Road West
Hong Kong
24 April 2025
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 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 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 Directors and the notice of 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 800,000,000 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 160,000,000 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 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 80,000,000 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 Law (Revised) of the Cayman Islands or any applicable laws of the Cayman Islands to be held; or (iii) the revocation
LETTER FROM THE BOARD
or variation of 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 DIRECTORS
According to Article 83(3), any Director appointed by the Board to fill a casual vacancy shall hold office until the first annual general meeting of the Company after his appointment and be subject to re-election at such meeting.
According to Articles 84(1) and (2), at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), 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 and a retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires.
In accordance with Articles 83(3), Mr. Cheng Yin Pan will offer himself for re-election as an independent non-executive Director at the AGM.
In accordance with Articles 84(1) and (2), two Directors, namely, Ms. Cheung Wai Fung and Mr. Cheung Sze Ming will offer themselves for re-election as non-executive Director and independent non-executive Director at the AGM respectively.
At the AGM, ordinary resolutions will be proposed to re-elect each of Mr. Cheng Yin Pan and Mr. Cheung Sze Ming as independent non-executive Directors and Ms. Cheung Wai Fung as non-executive Director.
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 Suite 2101, 21/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on Wednesday, 28 May 2025 at 11:00 a.m. is set out on pages 15 to 19 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.
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LETTER FROM THE BOARD
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 at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof 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.
RECOMMENDATION
The Directors consider the proposed grant of the General Mandate (including the extended General Mandate), the Repurchase Mandate and the proposed re-election of 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
Ocean Line Port Development Limited
Kwai Sze Hoi
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 800,000,000 Shares in issue as at the Latest Practicable Date, would result in 80,000,000 Shares (representing approximately 10% of the number of issued share capital of the Company as at the date of passing of the resolution), being repurchased by the Company during the period prior to the next annual general meeting of the Company following the passing of the resolution approving the Repurchase Mandate.
- 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. The Directors have no present intention to repurchase any Shares.
- 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 December 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.
5. DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge, information and belief having made all reasonable enquires, any of their respective close 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. THE HONG KONG CODE ON TAKEOVERS AND MERGERS
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 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 Shares then in issue. 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 | Approximate percentage of shareholding | Approximate percentage of shareholding if the Repurchase Mandate is exercised in full |
|---|---|---|---|
| Vital Force Developments Limited (Note) | 600,000,000 (L) | 75% | 83.33% |
| Mr. Kwai Sze Hoi (Note) | 600,000,000 (L) | 75% | 83.33% |
| Ms. Cheung Wai Fung (Note) | 600,000,000 (L) | 75% | 83.33% |
(L) denotes long position
Note: Vital Force is interested in 600,000,000 Shares. Vital Force is legally and beneficially owned as to 58.4% by Mr. Kwai Sze Hoi, 38.9% by Ms. Cheung Wai Fung and 2.7% by Hongkong Shun Yi Industrial Co. Limited, which is a company incorporated in Hong Kong with limited liability and owned as to 60% by Mr. Huang Xueliang. Mr. Kwai Sze Hoi and Ms. Cheung Wai Fung are deemed to be interested in all the Shares held by Vital Force under Part XV of the SFO. Mr. Kwai Sze Hoi is the chairman and an executive Director of the Company and a director of Vital Force. Ms. Cheung Wai Fung is a non executive Director of the Company, a director of Vital Force and the spouse of Mr. Kwai Sze Hoi. Mr. Huang Xueliang is an executive Director of the Company.
On the basis that the issued share capital of the Company remains unchanged up to date of the AGM, in the event that the Repurchase Mandate is exercised in full, the attributable shareholding of Vital Force Developments Limited would be increased to approximately 83.33% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 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) in 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 were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 0.325 | 0.285 |
| May | 0.310 | 0.290 |
| June | 0.300 | 0.280 |
| July | 0.290 | 0.270 |
| August | 0.275 | 0.245 |
| September | 0.275 | 0.249 |
| October | 0.330 | 0.255 |
| November | 0.300 | 0.260 |
| December | 0.290 | 0.280 |
| 2025 | | |
| January | 0.340 | 0.285 |
| February | 0.310 | 0.270 |
| March | 0.310 | 0.270 |
| April (up to the Latest Practicable Date) | 0.275 | 0.241 |
APPENDIX II
PARTICULARS OF DIRECTORS FOR RE-ELECTION
Details of the 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:
(1) Ms. Cheung Wai Fung ("Ms. Cheung")
Ms. Cheung, aged 72, is one of our founders and a member of controlling shareholders and a non-executive Director of the Company. She was appointed as a Director on 7 December 2017 and re-designated as a non-executive Director on 1 June 2018. Ms. Cheung is primarily responsible for providing advice to the Board on business strategy of our Group.
Ms. Cheung founded Ocean Line Holdings together with Mr. Kwai in 1994 and was appointed as a director responsible for overseeing finance and human resources. In addition, Ms. Cheung has over 18 years of experience in hotel management industry. Since 2005, Ms. Cheung was appointed as the chairman of Anhui Jinjiuhua International Hotel Company Limited (安徽金九華國際大酒店有限公司), a PRC company conducting hotel businesses in Anhui Province, the PRC and she is responsible for the design and construction of the hotel as well as overseeing the management decisions of the company.
Ms. Cheung obtained a bachelor's degree in Chinese Medicine from the Guangzhou University of Chinese Medicine in 1978.
Ms. Cheung is the spouse of Mr. Kwai Sze Hoi.
Ms. Cheung has entered into a letter of appointment with the Company for initial term of three years commencing from the listing date of the Company which is subject to renewal and shall be terminated by either party giving to the other a three-months prior notice in writing. Pursuant to the Articles of Association, Ms. Cheung will hold office for her position as a non-executive Director until the next following general meeting and is subject to retirement by rotation and re-election at the following general meetings of the Company in accordance with the Articles of Association and the GEM Listing Rules.
Ms. Cheung is entitled to a basic annual remuneration of HK$240,000 (excluding payment pursuant to any discretionary benefits or bonus or other fringe benefits) to be determined by the Board for her position as a non-executive Director. The emolument of Ms. Cheung was recommended by the nomination committee of the Company and approved by the Board and will be reviewed annually with reference to her duties and responsibilities with the Company, the performance of the Company and the prevailing market conditions.
As at the Latest Practicable Date, save as disclosed herein, Ms. Cheung does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors, senior management or substantial or controlling shareholder of the Company.
As at the Latest Practicable Date, Ms. Cheung 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.
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APPENDIX II
PARTICULARS OF DIRECTORS FOR RE-ELECTION
(2) Mr. Cheng Yin Pan ("Mr. Cheng")
Mr. Cheng, aged 37, was appointed as INED on 10 July 2024. He is the chairman of the nomination committee (the "Nomination Committee") and a member of each of the audit committee (the "Audit Committee") and the remuneration committee (the "Remuneration Committee") of the Company. Mr. Cheng is responsible for supervising and providing independent judgement to our Board, the Audit Committee, the Remuneration Committee and the Nomination Committee.
Mr. Cheng has over 15 years of experience in investment banking and corporate finance. Mr. Cheng is the Chief Executive Officer of Youngtimers AG, a Switzerland-listed global asset management firm (SIX: YTME), since January 2025, and Chief Executive Officer of C Capital, a wholly-owned subsidiary of Youngtimers AG, since March 2016. Prior to C Capital, he worked at the investment banking division of Bank of America Merrill Lynch and Standard Chartered Bank.
Mr. Cheng also holds positions in the following companies/organisations: (i) member of the venture committee of Hong Kong Venture Capital and Private Equity Association since August 2019; (ii) committee member of Mainland Business Advisory Committee of Hong Kong Trade Development Council since April 2022; (iii) board member of Prenetics Global Limited, a company listed on Nasdaq Stock Market (NASDAQ: PRE), since May 2022; (iv) board member of The LRC Charitable Foundation since June 2023; and (v) board member of Youngtimers AG since November 2024.
Mr. Cheng holds a bachelor's degree of science in quantitative finance in the Chinese University of Hong Kong. He is a member of CPA Australia.
Mr. Cheng has entered into a letter of appointment with the Company for a term of three years commencing from 10 July 2024 which is subject to renewal and shall be terminated by either party giving to the other a three-months prior notice in writing. Mr. Cheng shall hold office for his position as independent non-executive Director until the first general meeting of the Company after his appointment and shall be subject to re-election at such meeting in accordance with the Articles of Association. Mr. Cheng will offer himself for re-election at the AGM.
Mr. Cheng is entitled to a basic annual remuneration of HK$180,000 (excluding payment pursuant to any discretionary benefits or bonus or other fringe benefits) to be determined by the Board for his position as an independent non-executive Director. The emolument of Mr. Cheng was recommended by the nomination committee of the Company and approved by the Board and will be reviewed annually with reference to his duties and responsibilities with the Company, the performance of the Company and the prevailing market conditions.
As at the Latest Practicable Date, save as disclosed herein, Mr. Cheng does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors, senior management or substantial or controlling shareholder of the Company.
APPENDIX II
PARTICULARS OF DIRECTORS FOR RE-ELECTION
As at the Latest Practicable Date, Mr. Cheng 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.
(3) Mr. Cheung Sze Ming ("Mr. Cheung")
Mr. Cheung, aged 55, was appointed as an independent non-executive Director on 6 November 2020. He is the chairman of the Audit Committee and a member of each of the Remuneration Committee and the Nomination Committee. Mr. Cheung is responsible for supervising and providing independent judgement to our Board, the Audit Committee, the Remuneration Committee and the Nomination Committee.
Mr. Cheung served as an executive director, the company secretary and the chief financial officer of Affluent Partners Holdings Limited (stock code: 1466), the issued shares of which are listed on the Main Board of the Stock Exchange, from April 2018; an executive director, the company secretary and the chief financial officer of Far East Holdings International Limited, (stock code: 36), the issued shares of which are listed on the Main Board of the Stock Exchange, from February 2023; and an independent non-executive director of Yuk Wing Group Holdings Limited, (stock code: 1536), the issued shares of which are listed on the Main Board of the Stock Exchange, from January 2024. He holds a bachelor's degree in Accountancy from the Hong Kong Polytechnic University. He is also a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Cheung has accumulated over 30 years of working experience from an international audit firm and public listed companies. He had spent about 8 years in the international audit firm and was an audit manager before he left the firm. Thereafter, Mr. Cheung has held different senior positions in various public listed companies. He was an executive director and chief financial officer of Dingyi Group Investment Limited (stock code: 508), the issued shares of which are listed on the Main Board of the Stock Exchange, from October 2011 to March 2018. He also served as an independent non-executive director of Great Wall Terroir Holdings Limited (stock code: 524), the issued shares of which are listed on the Main Board of the Stock Exchange, from March 2021 to November 2024.
Mr. Cheung has entered into a letter of appointment with the Company for a term of three years commencing from 6 November 2020 which is subject to renewal and shall be terminated by either party giving to the other a three-months prior notice in writing. Pursuant to the Articles of Association, Mr. Cheung will hold office for his position as an independent non-executive Director until the next following general meeting and is subject to retirement by rotation and re-election at the following general meetings of the Company in accordance with the Articles of Association and the GEM Listing Rules.
Mr. Cheung is entitled to a basic annual remuneration of HK$180,000 (excluding payment pursuant to any discretionary benefits or bonus or other fringe benefits) to be determined by the Board for his position as an independent non-executive Director. The emolument of Mr. Cheung was recommended by the nomination committee of the Company and approved by the Board and will be reviewed annually with reference to his duties and responsibilities with the Company, the performance of the Company and the prevailing market conditions.
APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION
As at the Latest Practicable Date, save as disclosed herein, Mr. Cheung does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors, senior management or substantial or controlling shareholder of the Company.
As at the Latest Practicable Date, Mr. Cheung 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.
There is no information relating to each of Ms. Cheung, Mr. Cheng and Mr. Cheung that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.
Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders.
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NOTICE OF AGM
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
遠航港口發展有限公司
OCEAN LINE PORT DEVELOPMENT LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8502)
NOTICE IS HEREBY GIVEN that an annual general meeting of Ocean Line Port Development Limited (the "Company") will be held at Suite 2101, 21/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on Wednesday, 28 May 2025 at 11:00 a.m., for the following purposes:
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to receive and consider the audited consolidated financial statements and the reports of the directors (the "Directors") and auditors of the Company for the year ended 31 December 2024;
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(a) to re-elect Ms. Cheung Wai Fung as a non-executive Director;
(b) to re-elect Mr. Cheng Yin Pan as an independent non-executive Director;
(c) to re-elect Mr. Cheung Sze Ming as an independent non-executive Director; and
(d) to authorise the board of Directors to fix the Directors' remuneration;
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To re-appoint BDO 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 the 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
NOTICE OF AGM
"Shares") 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;
(c) the aggregate nominal amount of share capital 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 per cent. of the number of issued 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 per cent. of the number of issued 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 Law (Revised) 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;
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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 and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law 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 per cent. of the number of issued 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 Law (Revised) 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 they 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
Ocean Line Port Development Limited
Kwai Sze Hoi
Chairman and executive Director
Hong Kong, 24 April 2025
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal place of Business in Hong Kong:
Room 2715–16, 27/F.
Hong Kong Plaza
188 Connaught Road West
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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A form of proxy for use at the annual general meeting is enclosed. Whether or not you intend to attend the annual general meeting in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon.
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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 at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding of the annual general meeting 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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NOTICE OF AGM
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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.
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The register of members of the Company will be closed from Friday, 23 May 2025 to Wednesday, 28 May 2025 both days inclusive during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the annual general meeting, unregistered holders of Shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 22 May 2025.
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