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PAX Global Technology Limited Proxy Solicitation & Information Statement 2025
49129_rns_2025-04-15_1ba70b9b-8649-413f-a2ad-50cacb1a0584.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 stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in PAX Global Technology Limited (the "Company"), you should at once hand this circular and the Annual Report 2024 with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.
PAX GLOBAL TECHNOLOGY LIMITED
百富環球科技有限公司*
(Incorporated in Bermuda with limited liability)
(Stock code: 327)
GENERAL MANDATES TO ISSUE
AND REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of the Company to be held physically at Room 2504, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Wednesday, 21 May 2025 at 10:00 a.m. is set out on pages 20 to 25 of this circular.
Whether or not you are able to attend the Annual General Meeting, you are encouraged to appoint the Chairman of the Annual General Meeting as your proxy by completing the proxy form in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from physically attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish.
Hong Kong, 16 April 2025
- For identification purpose only
CONTENTS
Page
Arrangements for the Annual General Meeting 1
Definitions 2
Letter from the Board
- Introduction 5
- General mandate to issue Shares 6
- General mandate to repurchase Shares 6
- Re-election of Directors 7
- Annual General Meeting 8
- Action to be taken 8
- Voting by way of poll at the Annual General Meeting 9
- Recommendation 9
- General information 9
Appendix I – Explanatory Statement on the Share Repurchase Mandate 10
Appendix II – Details of Directors Proposed for Re-election 15
Notice of 2025 Annual General Meeting 20
ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING
The Annual General Meeting will be held in the form of physical meeting.
VIEWING THE LIVE BROADCAST OF THE ANNUAL GENERAL MEETING ONLINE
Shareholders may view the live broadcast of and submit questions in written form to the Annual General Meeting using the Vistra eVoting Portal (the "online platform") via their mobile phones, tablet or computers.
Registered Shareholders may access the online platform via the designated website (https://evoting.vistra.com) using the login details in the notification letter to be dispatched to the Registered Shareholders. Non-registered Shareholders (whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited) who wish to view in the Annual General Meeting using the online platform should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements.
Shareholder viewing the Annual General Meeting via the online platform only (i.e. neither the Shareholder nor his corporate representative nor his proxy physically attends the Annual General Meeting and votes) will not be counted as quorum. For the avoidance of doubts, no voting function will be enabled on the online platform. Shareholders viewing the Annual General Meeting online but wish to vote may exercise theirs rights to vote by appointing the Chairman of the Annual General Meeting or such other representative(s) as their proxy, with reference to the vote by proxy arrangements stated in this circular.
If any Shareholder has any question on the arrangements of the Annual General Meeting, please contact Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong from 9:00 a.m. to 5:00 p.m. (Monday to Friday, excluding Hong Kong public holidays), as follows:
Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
Email: [email protected]
Telephone: (852) 2980-1333
If Shareholders have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to send such questions or matters in writing to our head office and principal place of business in Hong Kong or to our email at [email protected].
The proxy form is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.paxglobal.com.hk). If you are a non-registered Shareholder, you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy. Completion and return of a proxy form will not preclude you from physically attending and voting in person at the Annual General Meeting. In the event that you physically attend and vote at the Annual General Meeting after having lodged a proxy form, your returned proxy form will be deemed to have been revoked by operation of law.
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting"
the annual general meeting of the Company to be held on Wednesday, 21 May 2025 at 10:00 a.m., or any adjournment thereof (as the case may be) at Room 2504, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong
"Annual General Meeting Notice"
the notice dated 16 April 2025 convening the Annual General Meeting as set out on pages 20 to 25 of this circular
"Annual Report 2024"
the annual report of the Company for the year ended 31 December 2024
"Board"
the board of Directors
"Bye-laws"
the bye-laws of the Company
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"Company"
PAX Global Technology Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange
"Directors"
the directors of the Company
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
the Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"
10 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion herein
– 2 –
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DEFINITIONS
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Nomination Committee"
the nomination committee of the Company
"Ordinary Resolution(s)"
the proposed ordinary resolution(s) as referred to in the Annual General Meeting Notice
"PRC"
the People's Republic of China, and for the purpose of this circular excluding Hong Kong, Taiwan and the Macau Special Administrative Region
"Remuneration Committee"
the remuneration committee of the Company
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
the share(s) in the share capital of the Company, which include Treasury Shares (if any)
"Shareholder(s)"
the holder(s) of Share(s)
"Share Issue Mandate"
the general mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to allot, issue and deal with additional Shares (including any sale or transfer of Treasury Shares (if any)) up to 20% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of the passing of the relevant resolution approving the general mandate
"Share Repurchase Mandate"
the general mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to repurchase Shares not exceeding 10% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of the passing of the relevant resolution approving the general mandate
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
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DEFINITIONS
"Takeovers Code"
the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong
"Treasury Shares"
the Shares repurchased and held by the Company in treasury (which, for the purpose of the Listing Rules, include Shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange)
"%
per cent
LETTER FROM THE BOARD
PAX GLOBAL TECHNOLOGY LIMITED
百富環球科技有限公司*
(Incorporated in Bermuda with limited liability)
(Stock code: 327)
Executive Directors:
Mr. NIE Guoming (Chairman)
Mr. LU Jie (Chief Executive Officer)
Mr. LI Wenjin
Mr. CHEUNG Shi Yeung
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Independent Non-Executive Directors:
Mr. YIP Wai Ming
Dr. WU Min
Mr. MAN Kwok Kuen, Charles
Mr. FOK Wai Shun, Wilson
Head Office and Principal
Place of Business:
Room 2504, 25th Floor
Sun Hung Kai Centre
30 Harbour Road
Wanchai
Hong Kong
16 April 2025
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE
AND REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information relating to the Ordinary Resolutions to be proposed at the Annual General Meeting for, inter alia, (i) the granting of the Share Issue Mandate to the Directors; (ii) the granting of the Share Repurchase Mandate to the Directors; and (iii) the re-election of Directors.
- For identification purpose only
LETTER FROM THE BOARD
2. GENERAL MANDATE TO ISSUE SHARES
At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, to grant a general mandate to the Directors to exercise all powers of the Company to allot, issue and deal with the Shares (including any sale or transfer of Treasury Shares (if any), if permitted under the Listing Rules). The Shares which may be allotted, issued and dealt with (including any Treasury Shares to be sold or transferred) pursuant to the Share Issue Mandate shall not exceed 20% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of passing of the resolution approving the Share Issue Mandate which, if passed, shall be a maximum of 212,348,800 Shares (or such number of Shares as would represent 20% of the total number of Shares in issue (excluding Treasury Shares (if any)) at the Annual General Meeting should there be any change in the total number of Shares in issue (excluding Treasury Shares (if any)) prior to the Annual General Meeting).
3. GENERAL MANDATE TO REPURCHASE SHARES
At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant a general mandate to the Directors to exercise all powers of the Company to repurchase issued and fully paid Shares. Under the Share Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of passing of the resolution approving the Share Repurchase Mandate which, if passed, shall be a maximum of 106,174,400 Shares (or such other number of Shares as would represent 10% of the total number of Shares in issue (excluding Treasury Shares (if any)) at the Annual General Meeting should there be any change in the total number of Shares in issue (excluding Treasury Shares (if any)) prior to the Annual General Meeting).
Both the Share Issue Mandate and Share Repurchase Mandate, if approved, shall expire upon the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiry of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held, and (iii) the date upon which such authority given under the Share Issue Mandate or Share Repurchase Mandate (as the case maybe) is revoked or varied by an ordinary resolution of the Shareholders.
Further details of the Share Issue Mandate and Share Repurchase Mandate are set out in Ordinary Resolutions No. 8 and No. 9 in the Annual General Meeting Notice respectively. Ordinary Resolution No. 10 will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the aggregate number of Shares which may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to the Share Issue Mandate the number of Shares repurchased pursuant to the Share Repurchase Mandate, if granted.
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LETTER FROM THE BOARD
An explanatory statement containing all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the Share Repurchase Mandate, is set out in Appendix I to this circular. The Company confirms that neither the said explanatory statement nor the Share Repurchase Mandate has any unusual features.
4. RE-ELECTION OF DIRECTORS
Re-election of Retiring Directors
In accordance with bye-law 84 of the Bye-laws, at each annual general meeting not less than one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement at least once every 3 years. Mr. Nie Guoming (“Mr. Nie”), Mr. Yip Wai Ming (“Mr. Yip”) and Mr. Fok Wai Shun, Wilson (“Mr. Fok”) will retire from office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election.
According to Code Provision B.2.3 of the Corporate Governance Code in Appendix C1 to the Listing Rules, the further appointment of any independent non-executive director who has served more than 9 years should be subject to a separate resolution to be approved by the shareholders. As Mr. Yip has served the Company as an independent non-executive Director for more than 9 years, his re-election at the Annual General Meeting is subject to a separate resolution to be approved by Shareholders.
The Nomination Committee, having reviewed and assessed the independence of Mr. Yip and Mr. Fok, has formed the view that both Mr. Yip and Mr. Fok remain independent having regard to the board independence evaluation mechanism of the Company and the independence criteria set out in Rule 3.13 of the Listing Rules, taking into account, among others, their ability to exercise independent judgment in relation to the Company's affairs and their annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules provided to the Company.
The Nomination Committee is further satisfied that notwithstanding that Mr. Yip has served the Board for more than 9 years, he has continued to demonstrate his ability to exercise independence of judgement and provide a balanced and objective view in relation to the Company's affairs, as well as contribute to the Board with his in-depth knowledge and understanding of the Group's business and operation gained throughout the years, diversity of skills and perspectives as well as devotion to the Group. The Nomination Committee believes that Mr. Yip would contribute to the diversity on the Board with his unique combination of experience and knowledge. Based upon the review undertaken, the Nomination Committee is also satisfied that Mr. Yip is able to commit sufficient time to his roles and continue to act in an independent capacity.
LETTER FROM THE BOARD
The Nomination Committee has also considered the nomination of Mr. Nie, Mr. Yip and Mr. Fok for re-election at the Annual General Meeting in accordance with the Company's needs, nomination policy and board diversity policy and based on a number of considerations (including, but not limited to, their respective perspectives, skills, knowledge and experience), and recommended all of them to stand for re-election at the Annual General Meeting.
The Board, having considered the recommendation of the Nomination Committee, accepted the nomination by the Nomination Committee, and believes that the invaluable knowledge and experience of the above retiring Directors in the businesses of the Group will continue to be of significant benefit to the Company. Accordingly, the Board has recommended the above retiring Directors to stand for re-election at the Annual General Meeting.
Further details of the retiring Directors who are proposed for re-election at the Annual General Meeting are set out in Appendix II to this circular.
5. ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting to be held physically on Wednesday, 21 May 2025 at 10:00 a.m. is set out on pages 20 to 25 of this circular. At the Annual General Meeting, Ordinary Resolutions will be proposed to approve, inter alia, the granting of the Share Issue Mandate and the Share Repurchase Mandate to the Directors, the extension of the Share Issue Mandate to any Shares to be repurchased under the Share Repurchase Mandate and the re-election of Directors.
6. ACTION TO BE TAKEN
The proxy form is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.paxglobal.com.hk). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude Shareholders from physically attending and voting in person at the Annual General Meeting.
LETTER FROM THE BOARD
Shareholder viewing the Annual General Meeting via the online platform only (i.e. neither the Shareholder nor his corporate representative nor his proxy physically attends the Annual General Meeting and votes) will not be counted as quorum and his vote will not be counted. Please see “Arrangements for the Annual General Meeting” on page 1 of this circular for further details.
7. VOTING BY WAY OF POLL AT THE ANNUAL GENERAL MEETING
Rule 13.39(4) of the Listing Rules requires that, all votes of shareholders at a general meeting must be taken by poll except where, in the case of a physical meeting, the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Chairman of the Annual General Meeting will put each of the proposed resolutions set out in the Annual General Meeting Notice to be voted on by way of poll at the Annual General Meeting pursuant to bye-law 66 of the Bye-laws and the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.paxglobal.com.hk) after the conclusion of the Annual General Meeting pursuant to the Listing Rules.
8. RECOMMENDATION
The Directors consider that the granting of the Share Issue Mandate and Share Repurchase Mandate, the extension of the Share Issue Mandate to any Shares to be repurchased under the Share Repurchase Mandate and the re-election of the Directors are in the interests of the Company and Shareholders as a whole. The Directors therefore recommend Shareholders to vote in favour of the relevant resolutions as set out in the Annual General Meeting Notice.
9. GENERAL INFORMATION
Your attention is also drawn to the additional information set out in the appendices to this circular.
Yours faithfully,
By Order of the Board
PAX Global Technology Limited
Cheung Shi Yeung
Executive Director & Company Secretary
APPENDIX I EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The following is the explanatory statement required by the Listing Rules to provide requisite information to the Shareholders for consideration of the proposal to approve the Share Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the number of Shares in issue is 1,061,744,000, and the Company does not hold any Treasury Shares, nor has it deposited any Treasury Shares in CCASS for sale on the Stock Exchange. Subject to the passing of Ordinary Resolution No. 9 approving the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Directors will be authorized under the Share Repurchase Mandate to repurchase a maximum of 106,174,400 Shares, being 10% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of passing Ordinary Resolution No. 9, from the date of the approval up to the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiry of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held, and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting.
REASONS FOR REPURCHASE
The Directors believe that it is in the interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Directors to repurchase Shares. The Directors believe that the Share Repurchase Mandate would give the Company additional flexibility where the situation warrants the repurchase of Shares.
Shares repurchased by the Company pursuant to the Share Repurchase Mandate may be cancelled and/or held as Treasury Shares (to the extent permitted under Bermuda laws), subject to market conditions and the Group's capital management needs at the relevant time of repurchases. Shares repurchased by the Company and held as Treasury Shares may be resold on the market at full market prices as a means of fund raising or used for other purposes as allowed under Listing Rules, the applicable laws and regulations of the Bermuda and the memorandum of association of the Company and the Bye-laws.
Such repurchases may, depending on market conditions and funding arrangements at the time, result in an enhancement of the Company's net asset value and/or earnings per Share and repurchases will only be made in circumstances which the Directors believe are appropriate and will benefit the Company and the Shareholders as a whole.
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APPENDIX I EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
FUNDING OF REPURCHASE
Repurchases will be made out of funds which are legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws and the laws of Bermuda. It is envisaged that the funds required for any repurchase would be derived from the distributable profits, the share premium and/or contributed surplus, if any, of the Company.
In the event that the power to repurchase Shares pursuant to the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period, there could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position as disclosed in the audited financial statements for the year ended 31 December 2024 contained in Annual Report 2024). However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing level of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
DISCLOSURE OF INTERESTS
To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the Listing Rules) currently intends to sell any Shares to the Company in the event that the Share Repurchase Mandate is approved by the Shareholders.
No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Share Repurchase Mandate is approved by the Shareholders.
EXERCISE OF REPURCHASE POWER
The Directors will exercise the powers of the Company to make repurchases pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.
EFFECT OF THE TAKEOVERS CODE
If on the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
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APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
As at the Latest Practicable Date, Hi Sun Technology (China) Limited (“Hi Sun”) directly holds 364,000,000 Shares, representing approximately 34.28% of the total number of Shares in issue. In the event that the Directors were to exercise in full the Share Repurchase Mandate (assuming the present number of Shares in which Hi Sun is interested as at the Latest Practicable Date remains unchanged), the percentage shareholding in the Company of Hi Sun would increase to approximately 38.09%. Such increase of over 2% in any twelve-month period would oblige Hi Sun to make a mandatory offer under Rule 26 of the Takeovers Code. Save as the aforesaid, the Directors are not aware of any other consequences that may arise under the Takeovers Code as a result of any repurchases made under the Share Repurchase Mandate. The Directors do not intend to exercise the Share Repurchase Mandate to such an extent that would require Hi Sun to make a mandatory offer under Rule 26 of the Takeovers Code or which would result in the public shareholding to be reduced to less than 25% of the total number of Shares in issue.
SHARES REPURCHASED BY THE COMPANY
The Company repurchased a total of 2,162,000 Shares during the six months preceding the Latest Practicable Date.
| Date of Repurchase | Number of Shares Repurchased on the Date of Repurchase Stock Exchange | Purchase Price Per Share | |
|---|---|---|---|
| Highest | Lowest | ||
| HK$ | HK$ | ||
| 24 March 2025 | 392,000 | 5.01 | 4.92 |
| 7 April 2025 | 1,770,000 | 4.50 | 4.33 |
| Total | 2,162,000 |
APPENDIX I EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during the previous twelve months preceding the Latest Practicable Date are as follows:
| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 6.19 | 6.59 |
| May | 6.13 | 6.94 |
| June | 5.66 | 6.20 |
| July | 4.26 | 5.69 |
| August | 3.97 | 4.61 |
| September | 4.33 | 5.40 |
| October | 5.02 | 5.62 |
| November | 4.82 | 5.32 |
| December | 4.97 | 5.45 |
| 2025 | | |
| January | 5.00 | 4.41 |
| February | 5.44 | 4.69 |
| March | 5.39 | 4.80 |
| April (up to the Latest Practicable Date) | 4.95 | 3.98 |
NO UNUSUAL FEATURE
The Directors confirm neither this explanatory statement nor the Share Repurchase Mandate has any unusual features.
GENERAL
The Company may cancel the repurchased Shares and/or hold them as Treasury Shares (to the extent permitted under Bermuda laws), subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
APPENDIX I EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws and regulations if those Shares were registered in the Company's own name as Treasury Shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to HKSCC to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The followings are the particulars of the Directors proposed to be re-elected at the Annual General Meeting:
NIE Guoming ("Mr. Nie")
Mr. Nie, aged 62, is the Chairman and an Executive Director of the Company, the general manager of Pax Computer Technology (Shenzhen) Co., Ltd. and a director in a number of subsidiaries of the Company. He is responsible for the overall management and strategic development of the Group. Mr. Nie has over 25 years of experience in the card payment industry. He joined Pax Technology Limited at its founding in March 2000 as the vice president until January 2001 and subsequently as the president prior to his appointment as the chairman in June 2010. Mr. Nie previously worked as an engineer in the Information Technology Department of the Headquarters of China Merchants Bank in the PRC from 1996 to 1999. Mr. Nie graduated from Tsinghua University in 1984 with a bachelor's degree in Radio Electronics and obtained a master's degree in Radio Electronics Engineering from Southeast University in 1991. He was appointed as the Chairman and an Executive Director of the Company in December 2010.
Save as disclosed above, Mr. Nie has not held any directorship in other listed companies during the past three years and he does not hold any other position of the Company or other members of the Group.
Mr. Nie does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Nie had personal interest in 4,200,000 Shares and underlying interest in 1,000,000 Shares in respect of share options granted. Save as disclosed above, Mr. Nie does not have, and is not deemed to have, any other interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Nie has entered into a service agreement with the Company and a labour contract with an indirectly wholly-owned subsidiary of the Company. The 3-year term of the service agreement with the Company commenced on 1 December 2022, subject to re-election unless and until terminated by either the Company or Mr. Nie giving to the other not less than 3 months' notice. Pursuant to the service agreement with the Company, he is entitled to (i) an annual fee of approximately HK$2,360,000, which is determined by the Board with reference to, among others, his duties, responsibilities, market conditions and the Company's remuneration policy; (ii) discretionary bonus, the amount of which is determined by the Board at its absolute discretion having regard to, among others, the recommendation of the Remuneration Committee; (iii) retirement scheme contribution; and (iv) participating at the discretion of the Board in the Group's or its holding company's share option, share award or other equity award or subscription schemes which may be adopted from time to time by the Group. Mr. Nie is entitled to salary and retirement scheme contribution under the labour contract with the indirectly wholly-owned subsidiary of the Company. For the year ended 31 December 2024, Mr. Nie received a total of approximately HK$7,273,000 under the service contract and labour contract with the Group. Mr. Nie is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Bye-laws, Listing Rules and the applicable laws.
Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Lu or other information that should be disclosed under Rule 13.51(2) of the Listing Rules.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
YIP Wai Ming ("Mr. Yip")
Mr. Yip, aged 59, was appointed as an Independent Non-Executive Director of the Company in December 2010. Mr. Yip is currently an independent non-executive director of Ju Teng International Holdings Limited, Far East Horizon Limited, Sinohope Technology Holdings Limited (formerly known as Huobi Technology Holdings Limited and New Huo Technology Holdings Limited) and Peijia Medical Limited, all of which are companies listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). Mr. Yip was also an independent non-executive director of Poly Culture Group Corporation Limited, a company listed on the Stock Exchange, from December 2013 to June 2022 and an independent non-executive director of Yida China Holdings Limited, a company listed on the Stock Exchange, from June 2014 to July 2024. Mr. Yip graduated from The University of Hong Kong with a bachelor's degree in social sciences in 1987. He also holds a bachelor's degree in laws from the University of London. Mr. Yip is a fellow of the Association of Chartered Certified Accountants, and a member of the Hong Kong Institute of Certified Public Accountants and the Chinese Institute of Certified Public Accountants.
Save as disclosed above, Mr. Yip has not held any directorship in other listed companies during the past three years and he does not hold any other position of the Company or other members of the Group. Mr. Yip does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Yip does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
There is no service contract entered into between Mr. Yip and the Company, but he has entered into a letter of appointment as an independent non-executive Director for a term of 1 year commencing on 1 December 2024, subject to renewal on yearly basis, pursuant to which he is entitled to (i) an annual Director's fee of HK$300,000, which is determined with reference to, among others, his duties, responsibilities, market conditions and the Company's remuneration policy; and (ii) discretionary bonus payments, the amount of which is determined at the Board's absolute discretion having regard to, among others, the recommendation of the Remuneration Committee. For the year ended 31 December 2024, he received approximately HK$650,000 under the letter of appointment with the Company. Mr. Yip is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Bye-laws, Listing Rules and the applicable laws.
Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Yip or other information that should be disclosed under Rule 13.51(2) of the Listing Rules.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
FOK Wai Shun, Wilson ("Mr. Fok")
Mr. Fok, aged 50, was appointed as an Independent Non-Executive Director of the Company in May 2023. Mr. Fok has over 20 years of experience in the fields of accounting, investment banking, corporate development and finance. Mr. Fok has been an independent non-executive director of D&G Technology Holding Company Limited, a company listed on the Stock Exchange, since 2015. Mr. Fok holds a double bachelor degree in commerce and in laws from the University of Melbourne. Mr. Fok was admitted as a solicitor and barrister of the Supreme Court of Victoria, Australia in 1998 and is a fellow of the Hong Kong Institute of Certified Public Accountants and a member of Certified Public Accountants, Australia.
Mr. Fok previously worked in the assurance and transaction services departments of PricewaterhouseCoopers from 2000 to 2004. From 2004 to 2010, he served in various positions at the investment banking division of Piper Jaffray Asia Limited. From 2010 to 2014, he served at the corporate finance division of CCB International Capital Limited where his last position was executive director. From 2015 to 2018, he was the managing director of Challenge Capital Management Limited. From 2018 to 2019 and from 2021 to 2023, he was the managing director of Titan Financial Services Limited. From 2019 to 2020, he was the managing director, co-head and head of IPO of the corporate finance department of Opus Financial Group. He served in Kum Shing Group as director of new venture and investment from July 2023 to August 2024 and as advisor from September 2024 to December 2024, where he was principally responsible for developing opportunities for new ventures and business models, as well as leading potential mergers and acquisitions, joint ventures, partnerships, strategic cooperation and investment initiatives.
Save as disclosed above, Mr. Fok has not held any directorship in other listed companies during the past three years and he does not hold any other position of the Company or other members of the Group. Mr. Fok does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Fok does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
There is no service contract entered into between Mr. Fok and the Company, but he has entered into a letter of appointment as an independent non-executive Director for a term of 1 year commencing on 19 May 2024, subject to renewal on yearly basis, pursuant to which he is entitled to (i) an annual Director's fee of HK$300,000, which is determined with reference to, among others, his duties, responsibilities, market conditions and the Company's remuneration policy; and (ii) discretionary bonus payments, the amount of which is determined at the Board's absolute discretion having regard to, among others, the recommendation of the Remuneration Committee. For the year ended 31 December 2024, he received approximately HK$650,000 under the letter of appointment with the Company. Mr. Fok is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Bye-laws, Listing Rules and the applicable laws.
Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Fok or other information that should be disclosed under Rule 13.51(2) of the Listing Rules.
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NOTICE OF 2025 ANNUAL GENERAL MEETING
PAX GLOBAL TECHNOLOGY LIMITED
百富環球科技有限公司*
(Incorporated in Bermuda with limited liability)
(Stock code: 327)
NOTICE OF 2025 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting of PAX Global Technology Limited (the "Company") will be held on Wednesday, 21 May 2025 at 10:00 a.m. or any adjournment thereof (as the case may be) at Room 2504, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong for the following purposes:
- To receive and adopt the audited consolidated financial statements of the Company, the report of the directors of the Company (the "Directors") and the report of the auditor of the Company for the year ended 31 December 2024;
- To declare a final dividend of HK$0.25 per ordinary share for the year ended 31 December 2024;
- To re-elect Mr. Nie Guoming as a Director;
- To re-elect Mr. Yip Wai Ming as a Director;
- To re-elect Mr. Fok Wai Shun, Wilson as a Director;
- To authorise the Board of Directors to fix the remuneration of the Directors;
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To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorise the Board of Directors to fix its remuneration;
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For identification purpose only
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NOTICE OF 2025 ANNUAL GENERAL MEETING
As special business, to consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
8. "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 allot, issue and deal with additional shares of the Company (including any sale or transfer of Treasury Shares (which shall have the meaning ascribed to it under the Listing Rules) (if any)) and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers during or after the end of the Relevant Period be and is hereby generally and unconditionally approved;
(b) the total number of shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to options or otherwise) (including the Treasury Shares to be resold or transferred) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any option or award granted under the share scheme of the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company in force; or (iv) an issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing warrants or securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20% of the total number of shares of the Company in issue (excluding Treasury Shares (if any)) 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 2025 ANNUAL GENERAL MEETING
(c) for the purpose 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 expiry of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority given to the Directors by this resolution.
“Rights Issue” means an offer of shares of the Company or issue of option, warrants or other securities giving the right to subscribe and/or exchange for shares of the Company, open for a period fixed by the Directors to the holders of shares of the Company, or any class thereof, whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such shares (or, where appropriate, such other securities) as at that date (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).
- “THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “Securities and Futures Commission”) and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of the Securities and Futures Commission and the Stock Exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;
NOTICE OF 2025 ANNUAL GENERAL MEETING
(b) the total number of shares of the Company authorised to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of shares of the Company in issue (excluding Treasury Shares (if any)) 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 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 expiry of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority given to the Directors by this resolution.”
- “THAT subject to the passing of resolutions no. 8 and no. 9 set out in this notice, the general mandate granted to the Directors to allot, issue and deal with additional shares of the Company (including any sale or transfer of Treasury Shares (if any)) pursuant to resolution no. 8 set out in this notice be and is hereby extended by the addition thereto of the total number of shares of the Company which may be repurchased by the Company under the authority granted pursuant to resolution no. 9 set out in this notice, provided that such amount of shares so repurchased shall not exceed 10% of the total number of shares of the Company in issue (excluding Treasury Shares (if any)) as at the date of passing this resolution.”
By Order of the Board
PAX Global Technology Limited
Cheung Shi Yeung
Executive Director & Company Secretary
Hong Kong, 16 April 2025
NOTICE OF 2025 ANNUAL GENERAL MEETING
Notes:
(1) The Annual General Meeting will be held in the form of physical meeting. Shareholders will be able to view the live broadcast of and submit questions in written form to the Annual General Meeting using Vistra eVoting Portal via their mobile phones, tablet or computers. Registered Shareholders may view the Annual General Meeting via the designated website (https://evoting.vistra.com) using the login details in the notification letter to be dispatched to the Registered Shareholders. Non-registered Shareholders (whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited) who wish to view the Annual General Meeting online using Vistra eVoting Portal should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements.
(2) A member of the Company entitled to attend and vote at the Annual General Meeting (or any adjournment thereof) (the "Meeting") convened by this notice is entitled to appoint one or more proxies to attend and vote in his behalf. A proxy need not be a member of the Company.
(3) A form of proxy for use at the Meeting is enclosed.
(4) Completion and delivery of the form of proxy will not preclude a member from physically attending and voting in person at the Meeting.
(5) To be valid, a form of proxy must be duly completed and signed in accordance with the instructions printed thereon and lodged, together with the power of attorney or other authority, if any, under which it is signed or a 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 the Meeting.
(6) With regard to resolutions nos. 3, 4 and 5 in this notice, the Board of Directors proposes Mr. Nie Guoming, Mr. Yip Wai Ming and Mr. Fok Wai Shun, Wilson be re-elected as Directors. The particulars of the relevant Directors are set out in Appendix II to the circular to the shareholders dated 16 April 2025.
(7) All votings on the resolutions in this notice by the members at the Meeting shall be conducted by poll.
(8) The proposed final dividend, subject to the approval of the Shareholders at the Meeting, is expected to be paid on 26 June 2025 (Thursday) to shareholders of the Company whose names appear on the register of members of the Company at the close of business on 6 June 2025 (Friday). For determining the entitlement to the proposed final dividend to be paid to the Shareholders, the register of members of the Company will be closed from 4 June 2025 (Wednesday) to 6 June 2025 (Friday), both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on 3 June 2025 (Tuesday).
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NOTICE OF 2025 ANNUAL GENERAL MEETING
(9) The record date (being the last date for registration of any share transfer given there will be no book closure) for determining the entitlement of the shareholders of the Company to attend and vote at the Meeting will be 15 May 2025 (Thursday). All transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on 15 May 2025 (Thursday).
(10) In case Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or “extreme conditions” announced by the Government is/are in force in Hong Kong at or at any time after 7:00 a.m. on the date of the Meeting, the Meeting will be adjourned. The Government may issue an announcement on “extreme conditions” in the event of, for example, serious disruption of public transport services, extensive flooding, major landslides or large-scale power outage after super typhoons. The Company will post an announcement on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.paxglobal.com.hk) to notify Shareholders of the date, time and place of the adjourned meeting.
The Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Meeting under bad weather conditions bearing in mind their own situation.
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