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Pengo Holdings Group Limited Proxy Solicitation & Information Statement 2025
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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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your securities in Pengo Holdings Group Limited (the “Company”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank manager, the 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.
鹏高控股集團
Pengo Holdings Group Limited
香港聯交所主板股份代碼：1865
Pengo Holdings Group Limited
鹏高控股集團有限公司
(formerly known as Trendzon Holdings Group Limited 卓航控股集團有限公司)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1865)
MAJOR AND CONNECTED TRANSACTION
IN RELATION TO
THE DISPOSAL OF 27% EQUITY INTEREST
IN THE TARGET COMPANY
AND
NOTICE OF EGM
Financial adviser to the Company
A letter from the Board is set out on pages 4 to 13 of this circular.
A notice convening the extraordinary general meeting (the “EGM”) of the Company to be held at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 16 June 2025 at 10:30 a.m. is set out on pages 23 to 24 of this circular.
A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company's website (https://www.trendzon1865.com). Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment of it, if you so wish.
26 May 2025
CONTENTS
Page
Definitions 1
Letter from the Board 4
Appendix I - Financial Information of the Group 14
Appendix II - General Information 18
Notice of EGM 23
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Announcement” the announcement of the Company dated 14 April 2025 in relation to the Disposal
“Board” the board of Directors
“BVI” British Virgin Islands
“Business Day(s)” a day (other than a Saturday, a Sunday and a public holiday) on which licensed banks in Hong Kong are open to general public for business
“Company” Pengo Holdings Group Limited 圜高控股集團有限公司 (formerly known as Trendzon Holdings Group Limited 卓航控股集團有限公司), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1865)
“Completion” completion of the Disposal pursuant to the terms and conditions of the Sale and Purchase Agreement
“Consideration” the total consideration for the Disposal in the sum of S$8.3 million (equivalent to approximately HK$48.1 million)
“Director(s)” the director(s) of the Company
“Disposal” the disposal of 27% equity interest in the Target Company by the Company to the Purchaser pursuant to the terms and conditions of the Sale and Purchase Agreement
“EGM” the extraordinary general meeting of the Company to be convened and held at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 16 June 2025 at 10:30 a.m. or any adjourned meeting, the details of which are set out on pages 23 to 24 of this circular
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
– 1 –
DEFINITIONS
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Independent Third Party(ies)"
a third party(ies) independent of, and not connected with, the Company and its connected person which has the meaning ascribed to it under the Listing Rules
"Latest Practicable Date"
19 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"PRC"
the People's Republic of China, for the purpose of this circular, shall exclude Hong Kong, the Macao Special Administrative Region of the People's Republic of China and Taiwan
"Previous Disposal"
the disposal of 22% equity interest in the Target Company by the Company to the Purchaser at the consideration of S$6.25 million (equivalent to approximately HK$36.25 million), the details of which are set out in the announcements of the Company dated 26 February 2024, 22 March 2024 and 19 April 2024, and the circular of the Company dated 26 March 2024
"Purchaser"
Mr. Tan Tze Loong, a substantial shareholder of the Target Company
"RMB"
Renminbi, the lawful currency of the PRC
"Sale and Purchase Agreement"
the sale and purchase agreement entered into between the Company and the Purchaser on 14 April 2025 in relation to the Disposal
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
"S$"
Singapore dollars, the lawful currency of Singapore
"Sale Share(s)"
27 ordinary shares of the Target Company, representing 27% of the issued share capital of the Target Company
- 2 -
- 3 -
DEFINITIONS
"Share(s)"
ordinary share(s) with par value of HK$0.1 each in the share capital of the Company
"Shareholder(s)"
holder(s) of ordinary share(s) in the share capital of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"Target Company"
Integral Virtue Limited, a company incorporated in BVI with limited liability and a non-wholly owned subsidiary of the Company
"Target Group"
the Target Company and its subsidiary
"%"
per cent
Unless otherwise specified in this circular, the exchange rate of S$1.00 = HK$5.8 has been adopted for translating S$ into HK$ in this circular.
LETTER FROM THE BOARD
鹏高控股集團
Pengo Holdings Group Limited
香港聯交所主板股份代碼：1865
Pengo Holdings Group Limited
鹏高控股集團有限公司
(formerly known as Trendzon Holdings Group Limited 卓航控股集團有限公司)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1865)
Executive Directors:
Ms. Feng Jiamin (Chairman)
Mr. Liu Jianfu
Mr. Michael Shi Guan Wah
Ms. Zhao Jianhong
Mr. Leung Yiu Cho
Mr. Fong Hang Fai
Mr. Law Wai Yip
Non-executive Director:
Mr. Dong Changzhou
Independent non-executive Directors:
Mr. Wu Kai Tang
Mr. Shek Jun Chong
Mr. Qiu Yue
Ms. Tam Wing Yan
Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal place of business
in Hong Kong:
Room 39, 10/F, Block D
Mai Tak Industrial Building
221 Wai Yip Street, Kwun Tong
Kowloon, Hong Kong
26 May 2025
To the Shareholders
Dear Sir or Madam,
MAJOR AND CONNECTED TRANSACTION
IN RELATION TO
THE DISPOSAL OF 27% EQUITY INTEREST
IN THE TARGET COMPANY
INTRODUCTION
References are made to the announcements of the Company dated 14 April 2025 and 15 May 2025 in relation to, among others, the Disposal.
LETTER FROM THE BOARD
On 14 April 2025 (after trading hours), the Company and the Purchaser entered into the Sale and Purchase Agreement, pursuant to which the Company has conditionally agreed to sell, and the Purchaser has conditionally agreed to acquire, the Sale Shares, representing 27% of the equity interest in the Target Company, at the consideration of S$8.3 million (equivalent to approximately HK$48.1 million). Upon Completion, the Target Company will remain as a non-wholly owned subsidiary of the Company and will be owned by the Company and the Purchaser as to 51% and 49%, respectively.
The purpose of this circular is to provide you with, among other things, (i) further details of the Sale and Purchase Agreement and the Disposal; (ii) the financial information of the Group; (iii) other information as required under the Listing Rules; and (iv) a notice convening the EGM together with the proxy form.
THE SALE AND PURCHASE AGREEMENT
The principal terms of the Sale and Purchase Agreement are set out below:
Date: 14 April 2025 (after trading hours)
Parties:
(i) the Company (as vendor); and
(ii) the Purchaser.
To the best of the Director's knowledge, information and belief having made all reasonable enquiry, there is, and in the past twelve months, there has been, no material loan arrangement between (a) the Purchaser; and (b) the Company and any connected person at the Company's level.
Subject matter: Under the Sale and Purchase Agreement, the Company conditionally agreed to sell, and the Purchaser conditionally agreed to purchase the Sale Shares, representing 27% of the equity interest in the Target Company, at the consideration of S$8.3 million (equivalent to approximately HK$48.1 million).
As at the Latest Practicable Date, the Target Company is a non-wholly owned subsidiary of the Company. For further information on the Target Company, please refer to the section headed "Information of the Target Company".
LETTER FROM THE BOARD
Consideration and payment terms
The Consideration of S$8.3 million (equivalent to approximately HK$48.1 million) was determined after arm's length negotiation between the Company and the Purchaser on normal commercial terms and with reference to, (i) the financial condition of the Target Group, in particular the unaudited net asset value of the Target Group as at 28 February 2025; and (ii) the reasons for and benefits of the Disposal as described under the section headed “Reasons for and benefits of the Disposal and use of proceeds” below.
Pursuant to the Sale and Purchase Agreement, the Consideration will be settled by the Purchaser to the Company in cash in the following manner:
(a) Upon the signing of the Sale and Purchase Agreement, the Purchaser shall pay the Company a deposit of S$2.0 million (equivalent to approximately HK$11.6 million); and
(b) Upon Completion, the Purchaser shall pay the Company the remaining balance of the Consideration of S$6.3 million (equivalent to approximately HK$36.5 million) within 15 Business Days after Completion.
As at the Latest Practicable Date, the deposit of S$2.0 million (equivalent to approximately HK$11.6 million) has been fully paid by the Purchaser.
Conditions precedent
Completion is conditional upon and subject to the fulfillment of the following conditions:
(i) all necessary approvals by the Shareholders (if necessary) in respect of the transactions contemplated under the Sale and Purchase Agreement having been obtained by way of a majority vote at a general meeting in the manner as required under the Listing Rules;
(ii) the representations and warranties given by the Purchaser having remained true and accurate, and not misleading in all material respects immediately prior to Completion; and
(iii) the representations and warranties given by the Company having remained true and accurate, and not misleading in all material respects immediately prior to Completion.
The Company may waive the condition precedent specified in (ii) above, at any time by notice in writing to the Purchaser.
The Purchaser may waive the condition precedent specified in (iii) above, at any time by notice in writing to the Company.
As at the Latest Practicable Date, none of the conditions precedent has been fulfilled.
LETTER FROM THE BOARD
If the conditions precedent specified shall not have been fulfilled (or waived in accordance) by 31 July 2025 or such later date as the Company and the Purchaser may agree in writing, the Sale and Purchase Agreement and everything therein contained shall, subject to the liability of any party to the others in respect of any breaches of the terms thereof, antecedent thereto, be null and void and of no effect.
Completion
Completion shall take place on the second Business Day after all the conditions precedent have been fulfilled or waived (where applicable) by the Purchaser or the Company (as the case may be) or at such other time as shall be mutually agreed in writing.
REASONS FOR AND BENEFITS OF THE DISPOSAL AND USE OF PROCEEDS
Due to the competitive business environment and the increasing operating costs in Singapore, such as increasing material and labour costs, and market competitors compressed profit margins in maintaining market share amid economic uncertainty, the financial performance of the Target Group has under-performed over the past two financial years, with net profit after tax and net profit margin of the Target Group decreasing from approximately S$943,000 and approximately 1.6% for the year ended 31 March 2023 to approximately S$538,000 and approximately 0.9% for the year ended 31 March 2024, and further recorded net loss after tax of approximately S$377,000 for the eleven months ended 28 February 2025. It is not expected that there will be a significant turnaround in the trend of the financial performance of the Target Group in near future considering the current market condition and the competitive business environment in Singapore. The Company will continue to review and closely monitor the project costing of its on-going projects as well as to formulate competitive budgetary for possible tenders with an aim to enhance its competitiveness for its Singapore operation. The Board considers that the Disposal would allow the Company to realise a portion of its interest in the Target Company and to utilise the cash proceeds from the Disposal for business developments in construction and engineering industry in the PRC. As at the Latest Practicable Date, the Company has no intention, understanding, negotiation or arrangement (concluded or otherwise) to downsize, cease or dispose of its further interests in the Target Group, and/or to acquire or inject any new business to the Company in the next twelve months.
The gross proceeds from the Disposal is S$8.3 million (equivalent to approximately HK$48.1 million). The net proceeds from the Disposal after deducting related expenses is estimated to be approximately S$8.27 million (equivalent to approximately HK$48.0 million).
- 7 -
LETTER FROM THE BOARD
The Company intends to apply (i) approximately 80% of net proceeds for development of the construction and engineering business of the Group, including but not limited to the further business development of Zhongshan Wuguishan Construction Engineering Co., Ltd.* (the “Zhongshan Wuguishan”) (中山市五桂山建築工程有限公司); and (ii) approximately 20% of net proceeds for the general working capital of the Group.
On 4 March 2025, the Company acquired the entire equity interest in Zhongshan Wuguishan, a company incorporated in the PRC with limited liability with principal business including planning, construction, steel structure engineering, deep foundation support, electrical and plumbing installations, earthwork and interior decoration. Guided by the principle of "Century-long Planning, Quality First", the Target Company highly emphasises scientific management and strict project quality control with a focus on tapping potential and reducing consumption. Currently, Zhongshan Wuguishan mainly engages in engineering, procurement, construction and fire protection projects for corporate customers in the PRC. Through the acquisition of Zhongshan Wuguishan, the Company would be able to leverage its general construction, steel structure engineering and foundation construction licenses (including but not limited to, Grade II General Contracting of Construction Engineering (建築工程施工總承包貳級), Grade II Professional Contracting of Steel Structure Engineering (鋼結構工程專業承包貳級), and Grade II Professional Contracting of Foundation Construction Projects* (地基基礎工程專業承包貳級) of the Target Company) to broaden the Group's construction business portfolio, while also capitalising on other potential construction opportunities in the PRC. By integrating the infrastructural construction business of Zhongshan Wuguishan, the Group would be able to provide a wider range of construction and engineering services to potential customers, as well to achieve cost advantages and thus increase its competitiveness in making project tenders. Acquisition of Zhongshan Wuguishan was completed on 19 March 2025. The Directors are of the view that the management of the Group exile extensive experience in the construction and engineering industry, synergistically integrated with Zhongshan Wuguishan's incumbent managerial intelligence, shall ensure optimal operational execution of project portfolios of Zhongshan Wuguishan. Should the need arise, the Company will engage external professional consultants and/or recruit specialists to fortify governance protocols over Zhongshan Wuguishan's operations. For information on Zhongshan Wuguishan, please refer to the announcements of the Company dated 4 March 2025 and 19 March 2025.
It is expected that the net proceeds applied for the development of the construction and engineering business of the Group will be mainly utilised for the (i) upfront costs for subcontractors and material suppliers; and (ii) tender-relating costs.
In view of the foregoing, the Directors (including the independent non-executive Directors) consider that the terms of the Sale and Purchase Agreement are on normal commercial terms after arm's length negotiation between the Company and the Purchaser and are fair and reasonable, and the Disposal is in the interests of the Company and the Shareholders as a whole.
- For identification purpose only
LETTER FROM THE BOARD
INFORMATION ON THE PARTIES INVOLVED
Information of the Company
The Company is an investment holding company. The Group is principally engaged in infrastructural pipeline construction and related engineering services mainly for gas, water, telecommunications and power industries services, provision of construction and engineering services and trading of building materials.
Information of the Target Company
As at the Latest Practicable Date, the Target Company is an investment holding company incorporated in the BVI with limited liability, and it is owned by the Company and the Purchaser as to 78% and 22%, respectively. The Target Company directly owns 100% of the equity interest in HSC Pipeline Engineering Pte. Ltd., which is principally engaged in infrastructural pipeline construction and related engineering services mainly for gas, water, telecommunications and power industries services in Singapore. Certain key financial information of the Target Group as extracted from its unaudited consolidated management accounts for the two years ended 31 March 2023 and 2024, and for the eleven months ended 28 February 2025 is set out below.
| For the year ended 31 March | For the eleven months ended 28 February | ||
|---|---|---|---|
| 2023 | |||
| S$’000 | |||
| (Unaudited) | 2024 | ||
| S$’000 | |||
| (Unaudited) | 2025 | ||
| S$’000 | |||
| (Unaudited) | |||
| Revenue | 59,749 | ||
| (equivalent to approximately HK$346.5 million) | 58,359 | ||
| (equivalent to approximately HK$338.5 million) | 46,654 | ||
| (equivalent to approximately HK$270.6 million) | |||
| Gross profit | 7,065 | ||
| (equivalent to approximately HK$41.0 million) | 7,488 | ||
| (equivalent to approximately HK$43.4 million) | 6,322 | ||
| (equivalent to approximately HK$36.7 million) | |||
| Net profit/(loss) before tax | 1,795 | ||
| (equivalent to approximately HK$10.4 million) | 709 | ||
| (equivalent to approximately HK$4.1 million) | (113) | ||
| (equivalent to approximately HK$(0.7) million) | |||
| Net profit/(loss) after tax | 943 | ||
| (equivalent to approximately HK$5.5 million) | 538 | ||
| (equivalent to approximately HK$3.1 million) | (377) | ||
| (equivalent to approximately HK$(2.2) million)) |
LETTER FROM THE BOARD
The unaudited profit after tax of the Target Group decreased from approximately S$943,000 (equivalent to approximately HK$5.5 million) for the year ended 31 March 2023 to approximately S$538,000 (equivalent to approximately HK$3.1 million) for the year ended 31 March 2024 mainly due to the higher administrative expenses incurred, primarily attributable to the increased staff costs arising from the increase in average number of headcounts in order to accelerate the on-going projects and expansion of project costing and surveying team to enhance the project/tender management function of the Target Company in order to cope with the competitive business environment in the construction industry in the Singapore. Revenue of the Target Group decreased from approximately S$58.4 million for the year ended 31 March 2024 to approximately S$46.7 million for the eleven months ended 28 February 2025, mainly attributable to the decrease in contract sum of projects being awarded to the Target Group due to the competitive business environment as aforementioned. Gross profit of the Target Group decreased by approximately S$1.2 million from approximately S$7.5 million for the year ended 31 March 2024 to approximately S$6.3 million for the eleven months ended 28 February 2025, mainly attributable to (i) the decreased in revenue; and (ii) the increasing material and labour costs, in particular the levy of foreign workers, partially mitigated by the improved cost management benefit from the project costing and surveying team of the Target Group. As a result of the foregoing, the Target Group recorded net loss after tax of approximately S$377,000 for the eleven months ended 28 February 2025.
As at 28 February 2025, the unaudited consolidated net asset value of the Target Group was approximately S$30.8 million (equivalent to approximately HK$178.6 million).
Information of the Purchaser
As at the Latest Practicable Date, the Purchaser is interested in 22% of the equity interest of the Target Company. The Purchaser is an individual who holds a law degree from the University of Nottingham and a Master of Science from King's College London. He is a successful entrepreneur with strong international business acumen and possesses extensive experiences in strategic investment and management. He is the founder and a director of an enterprise in providing private hire vehicle leasing services in Singapore.
FINANCIAL IMPACT OF THE DISPOSAL
As at the Latest Practicable Date, the Target Company is an indirectly non-wholly owned subsidiary of the Company. Upon Completion, the Target Company will remain as a non-wholly owned subsidiary of the Company and will be owned by the Company and the Purchaser as to 51% and 49%, respectively. The results of operations and financial position of the Target Company will continue to be consolidated into the Group's consolidated financial statements. It is expected that the Disposal will not result in any material gain or loss in the Company's consolidated statement of profit or loss and other comprehensive income. Excluding any impact of transaction costs to be incurred, the Disposal is also not expected to have any material impact on the total assets and total liabilities of the Group. Shareholders and potential investors should note that the financial effects of the Disposal set out in this circular are for illustrative purpose only. The actual financial effect of the Disposal to be recorded by the Group is subject to the financial position of the Group as at the date of Completion.
- 10 -
LETTER FROM THE BOARD
IMPLICATIONS UNDER THE LISTING RULES
As at the Latest Practicable Date, the Target Company is owned by the Company and the Purchaser as to 78% and 22%, respectively. Therefore, the Purchaser is a substantial shareholder of the Target Company and a connected person of the Company at the subsidiary level. The Disposal therefore constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.
Pursuant to Rule 14A.101 of the Listing Rules, a connected transaction between the listed issuer's group and a connected person at the subsidiary level on normal commercial terms or better is exempt from the circular, independent financial advice and shareholders' approval requirements if: (1) the listed issuer's board of directors have approved the transaction; and (2) the independent non-executive directors have confirmed that the terms of the transaction are fair and reasonable, the transaction is on normal commercial terms or better and in the interests of the listed issuer and its shareholders as a whole.
The Company has obtained the approval from the Board (including the independent non-executive Directors) regarding the Sale and Purchase Agreement and the Disposal, and the Directors (including the independent non-executive Directors) have confirmed that the terms of the Sale and Purchase Agreement and the Disposal are fair and reasonable, and that the Disposal is on normal commercial terms or better and in the interests of the Company and the Shareholders as a whole. As such, pursuant to Rule 14A.101 of the Listing Rules, the Disposal is exempted from, among others, independent financial advice under Chapter 14A of the Listing Rules.
Nonetheless, as the highest applicable percentage ratio in respect of the Disposal upon aggregation with the Previous Disposal is higher than 25% but is lower than 75%, the Disposal constitutes a major transaction of the Company and is subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.
To the best of the Company's knowledge, information and belief, none of the Directors have a material interest in the Sale and Purchase Agreement and the transactions contemplated thereunder, and none of them are required to abstain, or has abstained, from voting on the relevant board resolution to approve the same.
As at the Latest Practicable Date, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any material interest in the Disposal as contemplated under the Sale and Purchase Agreement. Therefore, none of the Shareholders and their associates is required to abstain from voting in the EGM to be convened by the Company for the approval of the Sale and Purchase Agreement and the Disposal.
- 11 -
LETTER FROM THE BOARD
EGM
A notice convening the EGM to be held at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 16 June 2025 at 10:30 a.m. is set out on pages 23 to 24 of this circular for the Shareholders to consider and, if thought fit, to approve the Sale and Purchase Agreement and the transactions contemplated thereunder by way of ordinary resolution. The resolution approving the Sale and Purchase Agreement and the transactions contemplated thereunder will be conducted by way of a poll at the EGM.
A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company's website (https://www.trendzon1865.com). Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment of it, if you so wish.
The transfer books and register of members of the Company will be closed from Wednesday, 11 June 2025 to Monday, 16 June 2025, both days inclusive, during which period no share transfers can be registered. To be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not later than 4:00 p.m. on Tuesday, 10 June 2025.
RECOMMENDATION
The Directors (including the independent non-executive Directors) consider that the terms of the Sale and Purchase Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to consider and, if thought fit, approve the Sale and Purchase Agreement and the transactions contemplated thereunder.
LETTER FROM THE BOARD
FURTHER INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular.
Completion is conditional upon the satisfaction of the conditions set out in the Sale and Purchase Agreement. Accordingly, the Disposal may or may not proceed. Shareholders and potential investors are therefore advised to exercise caution when dealing in the Shares.
Yours faithfully,
For and on behalf of the Board
Pengo Holdings Group Limited
Feng Jiamin
Chairman
- 13 -
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
1. SUMMARY OF FINANCIAL INFORMATION
The audited consolidated financial statements of the Company for the three years ended 31 March 2024 and the unaudited consolidated financial statements of the Company for the six months ended 30 September 2024 have been set out in the following documents which have been published on the website of the Stock Exchange at https://www.hkexnews.hk and the Company's website at https://www.trendzon1865.com/:
(i) for the year ended 31 March 2022, on pages 56 to 138 of the annual report of the Company for the year ended 31 March 2022 published on 27 July 2022 at https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0727/2022072700009.pdf;
(ii) for the year ended 31 March 2023, on pages 87 to 178 of the annual report of the Company for the year ended 31 March 2023 published on 28 July 2023 at https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0728/2023072800552.pdf;
(iii) for the year ended 31 March 2024, on pages 85 to 188 of the annual report of the Company for the year ended 31 March 2024 published on 31 July 2024 at https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0731/2024073100381.pdf; and
(iv) for the six months ended 30 September 2024, on pages 87 to 178 of the interim report of the Company for the six months ended 30 September 2024 published on 5 December 2024 at https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1205/2024120500840.pdf.
2. SUFFICIENCY OF WORKING CAPITAL
The Directors are of the opinion that, in the absence of unforeseeable circumstances, upon the completion of the Disposal and after taking into account the financial resources presently available to the Group, including internal resources, the cash flows to be generated from the operating activities, the net proceeds to be received from the Disposal and the existing credit facilities available, the Group has sufficient working capital for its present requirements for at least the next twelve months from the date of this circular.
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
3. INDEBTEDNESS STATEMENT
As at the close of business on 31 March 2025, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had total outstanding indebtedness as follows:
| At 31 March 2025 | |
|---|---|
| S$’000 | |
| Bank borrowings with interest – term loans (note a) | |
| Non-current, secured | 2,351 |
| Current, secured | 4,021 |
| Total bank borrowings – term loans | 6,372 |
| Bonds with interest (note b) | |
| Non-current, unsecured | – |
| Current, unsecured | 13,340 |
| Total Bonds | 13,340 |
| Other borrowings with interest (note c) | |
| Non-current, unsecured | 111 |
| Current, unsecured | 250 |
| Total other borrowings | 361 |
| Lease liabilities (note d) | |
| Non-current, unsecured | 2,396 |
| Current, unsecured | 135 |
| Total lease liabilities | 2,531 |
| Total indebtedness | 22,604 |
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
Notes:
(a) As at 31 March 2025, the Group had outstanding secured bank borrowings of principal in amount of approximately S$6,366,000 and relevant interest of approximately S$6,000. The principal was interest-bearing ranging from 1.68% to SORA in-advance plus 4% per annum. Such loan is secured by leasehold properties, personal guarantee from the director of the Company and corporate guarantee from the Company.
(b) As at 31 March 2025, the Group had outstanding bonds of principal in amount of approximately S$12,884,000 and relevant interest of approximately S$456,000. The unsecured bonds bore a fixed interest rate between 3% to 8% per annum.
(c) As at 31 March 2025, the Group had outstanding unsecured other borrowings of principal in amount of approximately S$361,000 and relevant interest has been fully paid. The unsecured other borrowings bore a fixed interest rate between 3.60% to 30% per annum.
(d) The Group entered into of several lease agreements with lessors for leasing of leasehold land, offices and Motor vehicles with lease terms ranging from 2 to 32 years. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes. The Group recognised right-of-use assets and lease liabilities for these leases. The average effective borrowing rate were approximately 1.60% to 7.96% per annum.
Save as aforesaid, and apart from intra-group liabilities and normal trade payable in the ordinary course of the business, as at the close of business on 31 March 2025, the Group did not have any outstanding mortgages, charges, debentures, debt securities or other loan capital, bank overdrafts, term loans or other similar indebtedness, finance lease or hire purchase commitments, liabilities under acceptance or acceptance credits, guarantees or other material contingent liabilities.
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APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
4. FINANCIAL AND TRADING PROSPECTS
The Group is principally engaged in infrastructural pipeline construction and related engineering services mainly for gas, water, telecommunications and power industries services, provision of construction and engineering services and trading of building materials.
As at the Latest Practicable Date, the Group had four ongoing gas pipeline projects and six ongoing water pipeline projects with an aggregate contract sum of approximately $85.6 million. The management of the Group has continuously been consolidating and strengthening the reputation of the Group through submission of tenders to keep its presence in the market. Leveraging its listing status, the Group's core business continues to earn a good reputation and provides the Group with a sound track record for potential business opportunities. Looking ahead, the Group will continue to focus on strengthening the market position in the construction and engineering industry in the PRC and Singapore. The Group will continue to keep a close watch on the global economic trend and market situations to capture business opportunities in turn to achieve synergies and better operating results.
The Group is proactively exploring new business opportunities and deploying resources in different geographical locations in the world in order to identify markets with growth potential, so as to diversify the business development of the Group. The Group is of the opinion that the development of potential business represents a good opportunity for increasing the sources of revenue of the Group. The Group is well-positioned for the challenges and competition ahead, to carry out research to prepare for the development of different businesses (such as Zhongshan Wuguishan as discussed in the letter from the Board of this circular) and new business opportunities. As at the Latest Practicable Date, other than Zhongshan Wuguishan as aforementioned and the capital injection in Xiexin Industrial Park Management (Guangdong) Co., Ltd.* (協鑫產業園管理(廣東)有限公司), the Company has not identified any new business opportunities or other potential acquisition targets. For further information on capital injection in Xiexin Industrial Park Management (Guangdong) Co., Ltd., please refer to the announcement of the Company dated 15 May 2025.
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APPENDIX II
GENERAL INFORMATION
1. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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.
2. DISCLOSURE OF INTERESTS
Director or chief executive of the Company's interests and short positions in Shares, underlying Shares and debentures of the Company and its associated corporations
Save as disclosed below, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had or was deemed to have any interest and short position in the Shares, underlying Shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) that was required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have taken under such provisions of the SFO), or required to be recorded in the register required to be kept by the Company under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules:
| Name of Director | Nature of interest | Number of Shares held | Approximate percentage of the issued Shares |
|---|---|---|---|
| Liu Jianfu | Beneficial owner | 81,984,000 (L) | 11.13% |
Notes:
(L): Denotes long position
(1) Mr. Liu Jianfu is an executive Director.
APPENDIX II
GENERAL INFORMATION
Substantial Shareholders’ interests and short positions in Shares or underlying Shares
As disclosed above, as at the Latest Practicable Date, the Directors were not aware of any persons/entities (not being Directors or chief executives of the Company) who had interest or short position in the Shares or underlying Shares which would fall under the provisions of Divisions 2 and 3 of Part XV of the SFO to be disclosed to the Company, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO.
Directors’ interest in assets, contracts or arrangement of the Group
As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which is significant in relation to the business of the Group. As at the Latest Practicable Date, none of the Directors had, or has had, any direct or indirect interests in any assets which have been acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to, any member of the Group since 31 March 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up.
Directors’ service contracts
As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).
3. LITIGATION
As at the Latest Practicable Date, neither the Company nor any of its subsidiaries are engaged in any litigation or arbitration of material importance and, so far as the Directors are aware, no litigation or arbitration of material importance is pending or threatened against the Group.
4. MATERIAL ADVERSE CHANGE
The Directors are not aware of any material adverse change in the financial or trading positions of the Group since 31 March 2024, the date to which the latest published audited consolidated financial statements of the Company were made up.
APPENDIX II
GENERAL INFORMATION
5. MATERIAL CONTRACTS
The following contracts (not being contracts entered into in the ordinary course of business) had been entered into by members of the Group within the two years immediately preceding the date of this circular and which are or may be material to the Group:
(i) five subscription agreements all dated 1 June 2023 entered into between the Company and five subscribers (namely Shenzhen Nipu Technology Limited (深圳市尼普科技有限公司), Xiaolu Technology (Zhongshan) Limited (曉鹿科技(中山)有限公司), Zhongshan Guanwei Pipe Manufacturing Limited (中山市管威管材製造有限公司), Zhongshan Anfeng Trading Limited (中山市安帆貿易有限公司) and Beijing Zhonghai Xintu Technology Limited* (北京中海新圖科技有限公司)) in respect of the allotment and issuance of a total of 220,800,000 new Shares to the subscribers at the subscription price of HK$0.43 per Share for a total gross proceeds of approximately HK$94.9 million;
(ii) the sale and purchase agreement dated 11 July 2023 entered into between Trendzon Industrial Limited (an indirect wholly-owned subsidiary of the Company) as the purchaser and Zhejiang Taiguang Construction Technology Co., Ltd (浙江台廣建築科技有限公司) as the vendor in relation to the acquisition of 51% equity interest of Zhejiang Taiding Construction Co., Ltd. (浙江台鼎建設有限公司) for a consideration of RMB5.1 million (subject to adjustments);
(iii) the sale and purchase agreement dated 26 January 2024 entered into between (a) the Company as the vendor and (b) Mr. Mao Le, Ms. Feng Qiuhe and Ms. Ding Xiameng as the purchasers in relation to the acquisition of the entire issued share capital of Jumbo Harvest Group Limited at a consideration of HK$9.25 million;
(iv) the sale and purchase agreement dated 26 February 2024 entered into between the Company as vendor and the Purchaser as purchaser in relation to the disposal of 22% equity interest in the Target Company at a consideration of S$6.25 million;
(v) the placing agreement dated 19 July 2024 entered into between the Company and Sunhigh Financial Holdings Limited, pursuant to which Sunhigh Financial Holdings Limited has conditionally agreed as agent of the Company to procure independent places, on a best effort basis, to subscribe for (i) the unsubscribed rights shares; and (ii) the rights shares which would otherwise have been provisionally allotted to the non-qualifying Shareholders in nil-paid form that have not been sold by the Company, in relation to the rights issue of the Company. For detail of the placing agreement, please refer to the announcement of the Company dated 19 July 2024, 9 October 2024 and 23 October 2024;
- For identification purpose only
APPENDIX II
GENERAL INFORMATION
(vi) the supplemental agreement dated 11 December 2024 entered into between Trendzon Industrial Limited (an indirect wholly-owned subsidiary of the Company) as the purchaser and Zhejiang Taiguang Construction Technology Co., Ltd* (浙江台廣建築科技有限公司) as the vendor to amend and/or supplement the relevant terms of the acquisition agreement as disclosed in (ii) above;
(vii) the acquisition agreement dated 4 March 2025 entered into between Penggao Green New Energy (Guangzhou) Co., Ltd. (鵬高綠能新能源(廣州)有限公司)(an indirect wholly-owned subsidiary of the Company) as the purchaser, and Mr. Zhang Xinye and Mr. Zheng Zijian as vendors, in relation to the acquisition of the entire equity interest of Zhongshan Wuguishan Construction Engineering Co., Ltd. (中山市五桂山建築工程有限公司) for a consideration of RMB2.2 million;
(viii) the placing agreement dated 13 March 2025 entered into between the Company and Cheer Union Securities Limited, pursuant to which Cheer Union Securities Limited has conditionally agreed as agent of the Company for the placing of the 3% coupon unlisted bond of the Company with a term of one year for the principal amount of HK$40 million;
(ix) the subscription agreement dated 13 March 2025 entered into between the Company and Central Point Holding Development Limited (中鼎控股發展有限公司) in relation to the subscription of the 3% coupon unlisted bond of the Company with a term of one year for the principal amount of HK$40 million;
(x) the capital injection agreement dated 15 May 2025 entered into between (i) the Company; (ii) Penggao Green Energy (Guangzhou) Co., Ltd. (鵬高綠能新能源(廣州)有限公司) as investor, an indirect wholly-owned subsidiary of the Company; (iii) Zhong Ya Equity Investment Fund Management (Shen Zhen) Co., Ltd. (中亞股權投資基金管理(深圳)有限公司) as the shareholder of the target company; and (iv) Xiexin Industrial Park Management (Guangdong) Co., Ltd. (協鑫產業園管理(廣東)有限公司) as the target company, in relation to the capital injection of RMB40 million into the target company; and
(xi) the Sale and Purchase Agreement.
6. COMPETING INTERESTS
As at the Latest Practicable Date, the Directors were not aware that any of them or his/her/ its respective close associates had interests in any business which competed or was likely to compete, either directly or indirectly, with the business of the Group which would fall to be disclosable under the Listing Rules.
-
For identification purpose only
-
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APPENDIX II
GENERAL INFORMATION
7. MISCELLANEOUS
(i) The registered office of the Company is situated Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.
(ii) The Company's principal place of business in Hong Kong is situated at Room 39, 10/F, Block D, Mai Tak Industrial Building, 221 Wai Yip Street, Kwun Tong, Kowloon Hong Kong.
(iii) The company secretary of the Company is Mr. Lee Lap Keung, joined the Group as Company Secretary on 5 September 2023. Mr. Lee is a certified public accountant of The Hong Kong Institute of Certified Public Accountants.
(iv) The authorised representatives of the Company are Ms. Feng Jiamin and Mr. Lee Lap Keung.
(v) The Company's principal share registrar and transfer office in Caymen Islands is Conyers Trust Company (Cayman) Limited, situated at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.
(vi) The Company's branch share registrar and transfer office in Hong Kong is Union Registrars Limited, situated at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong.
(vii) This circular has been printed in English and Chinese; in the event of inconsistency, the English version shall prevail.
8. DOCUMENT ON DISPLAY
Copies of the following documents will be published on the Stock Exchange website (http://www.hkexnews.hk) and the Company's website (https://www.trendzon1865.com/) up to and including the date which is 14 days from the date of this circular:
(a) the Sale and Purchase Agreement; and
(b) this circular.
NOTICE OF EGM
鹏高控股集團
Pengo Holdings Group Limited
香港聯交所主板股份代碼：1865
Pengo Holdings Group Limited 鹏高控股集團有限公司
(formerly known as Trendzon Holdings Group Limited 卓航控股集團有限公司)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1865)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Pengo Holdings Group Limited (the “Company”) will be held at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 16 June 2025 at 10:30 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution of the Company:
ORDINARY RESOLUTION
1. “THAT:
(i) the disposal by the Company of 27% of the equity interests in Integral Virtue Limited to Mr. Tan Tze Loong (the “Purchaser”) at a total consideration of S$8.3 million (equivalent to approximately HK$48.1 million) pursuant to the sale and purchase agreement dated 14 April 2025 entered into between the Company and the Purchaser (the “Sale and Purchase Agreement”) and all transactions contemplated under the Sale and Purchase Agreement be and are hereby ratified, confirmed and approved; and
(ii) the directors of the Company be and are hereby authorised for and on behalf of the Company to sign, execute, perfect, perform and deliver all such other agreements, instruments, deeds and documents and do all such acts or things and take all such steps as they may in their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement or give effect to or otherwise in connection with, incidental or ancillary to the Sale and Purchase Agreement referred to in paragraph (i) above and all the transactions contemplated thereunder and to agree to such variations, amendments or waivers as are, in the opinion of the directors of the Company, in the interests of the Company and its shareholders.”
Yours faithfully,
For and on behalf of the Board
Pengo Holdings Group Limited
Feng Jiamin
Chairman
Hong Kong, 26 May 2025
NOTICE OF EGM
Notes:
(i) All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules.
(ii) A shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the EGM. On a poll, votes may be given either personally or by proxy.
(iii) In the case of joint holders, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
(iv) A form of proxy for use at the EGM is enclosed. In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10:00 a.m. on Saturday, 14 June 2025) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM or any adjournment.
(v) The transfer books and register of members of the Company will be closed from Wednesday, 11 June 2025 to Monday, 16 June 2025, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong but in any event not later than 4:00 p.m. on Tuesday, 10 June 2025.
(vi) If typhoon signal no. 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the extraordinary general meeting, the extraordinary general meeting will be postponed. The Company will post an announcement on the websites of the Company at www.trendzon1865.com and the Stock Exchange at www.hkexnews.hk to notify the shareholders of the Company of the date, time and place of the rescheduled extraordinary general meeting.
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