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Phoenitron Holdings Limited Proxy Solicitation & Information Statement 2026
51249_rns_2026-04-23_103dd775-77a8-4919-bf2f-1cbbbf4b7bee.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Phoenitron Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or the 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.
PHOENITRON
PHOENITRON HOLDINGS LIMITED
品創控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8066)
(1) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
This circular is published together with the annual report of the Company which comprises, among other things, the report of the Directors, the report of the independent auditors of the Company issued by Guangshen (Hong Kong) CPA Limited and the audited consolidated financial statements of the Company for the year ended 31 December 2025 on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.phoenitron.com, and dispatched to the Shareholders in the manner in which the Shareholders have selected to receive corporate communications.
A notice convening the annual general meeting of the Company to be held at 10:00 a.m., on Thursday, 21 May 2026 (Hong Kong time), at Pacific Room IV, 9/F, Towers Wing, Royal Pacific Hotel, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong is contained in this circular. The proxy form for the annual general meeting of the Company is also published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.phoenitron.com, and dispatched to the Shareholders in the manner in which the Shareholders have selected to receive corporate communications. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the annual general meeting or any adjourned meeting (as the case may be) should you so wish and in such case, the form of proxy previously submitted shall be deemed to be revoked.
This circular will remain on the website of the Stock Exchange at www.hkexnews.hk on the "Latest Listed Company Information" page for at least 7 days from the date of its posting and the Company's website at www.phoenitron.com.
23 April 2026
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
Definitions 1
Letter from the Board of Directors
Introduction 3
General mandate to issue new Shares 4
General mandate for repurchase of Shares 4
Re-election of Directors 5
Annual General Meeting 6
Actions to be taken 6
Voting by way of poll at the Annual General Meeting 7
Responsibility statement 7
Recommendation 7
Appendix I - Explanatory statement on Repurchase Mandate 8
Appendix II - Details of the Retiring Directors Proposed to be re-elected at the Annual General Meeting 13
Notice of Annual General Meeting 17
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context requires otherwise:
"2025 Annual Report"
the annual report of the Company for the year ended 31 December 2025
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at 10:00 a.m., on Thursday, 21 May 2026 (Hong Kong time), at Pacific Room IV, 9/F, Towers Wing, Royal Pacific Hotel, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong
"Articles of Association"
the second amended and restated articles of association of the Company currently in force, and each an "Article"
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"Company"
Phoenitron Holdings Limited, a company incorporated in the Cayman Islands with limited liabilities, the Shares of which are listed on GEM
"Director(s)"
the director(s), including independent non-executive director(s), of the Company from time to time
"GEM"
GEM of the Stock Exchange
"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM
"General Mandate"
the general mandate to be granted to the Directors to exercise the power of the Company to allot, issue, and deal with, new Shares (including any sale and transfer of treasury shares out of treasury) up to a maximum of 20% of the total number of Shares (excluding treasury shares, if any) in issue as at the date of passing of the relevant resolution as set out in the resolution numbered 4 in the notice convening the Annual General Meeting
"Group"
the Company and its subsidiaries
"HK$"
the lawful currency of Hong Kong
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DEFINITIONS
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
13 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Memorandum and Articles"
the Memorandum of Association and Articles of Association
"Memorandum of Association"
the memorandum of association of the Company
"Nomination Committee"
the nomination committee of the Company
"Registrar"
the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong
"Repurchase Mandate"
the general mandate to be granted to the Directors to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing of the relevant resolution as set out in the resolution numbered 5 in the notice convening the Annual General Meeting
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of HK$0.20 each in the share capital of the Company
"Shareholder(s)"
holder(s) of the Share(s) from time to time
"Stock Exchange" or "Exchange"
the Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Code on Takeovers and Mergers and Share Buy-backs as approved by the Securities and Futures Commission of Hong Kong, as amended, modified or otherwise supplemented from time to time
"treasury Shares"
has the meaning ascribed to it under the GEM Listing Rules
"%"
per cent.
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LETTER FROM THE BOARD OF DIRECTORS
PHOENITRON
PHOENITRON HOLDINGS LIMITED
品創控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8066)
Executive Directors:
Ms. Lily Wu (Chairman)
Mr. Guo Rongxiang
Mr. Chang Wei Wen (Chief Executive Officer)
Mr. Yang Meng Hsiu
Independent non-executive Directors:
Mr. Chan Siu Wing, Raymond
Ms. Wong Ka Wai, Jeanne
Mr. Yeung Man Chit, Daniel
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principal place of business:
Suite 710, 7th Floor
North Tower
World Finance Centre
Harbour City
Tsimshatsui, Kowloon
Hong Kong
23 April 2026
To the Shareholders, and for information only,
to the holders of the options issued by the Company
Dear Sir or Madam,
(1) PROPOSED GENERAL MANDATES TO ISSUE
AND REPURCHASE SHARES;
(2) RE-ELECTION OF DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the Annual General Meeting, among other things, (i) to grant the General Mandate to the Directors to exercise the power of the Company to allot, issue, and deal with, new Shares and/or sell or transfer treasury Shares up to a maximum of 20% of the total number of Shares in issue (excluding treasury Shares, if any) as at the date of passing of the
LETTER FROM THE BOARD OF DIRECTORS
relevant resolution; (ii) to grant the extension of the General Mandate to the Directors to exercise the power of the Company to allot, issue, and deal with, new Shares up to the number of Share repurchased by the Company under the Repurchase Mandate; (iii) to grant a Repurchase Mandate to the Directors to exercise the power of the Company to repurchase the Shares representing up to a maximum of 10% of the total number of Shares in issue (excluding treasury Shares, if any) as at the date of passing of the relevant resolution; and (iv) to re-elect the Directors in accordance with the Articles of Association. These resolutions will be proposed at the forthcoming Annual General Meeting and are set out in the notice convening the Annual General Meeting as contained in this circular.
GENERAL MANDATE TO ISSUE NEW SHARES
The resolution numbered 4 set out in the notice convening the Annual General Meeting will be proposed at the Annual General Meeting for the granting of a general and unconditional General Mandate to the Directors to exercise the power of the Company, to allot, issue, and deal with, new Shares (including any sale and transfer of treasury shares out of treasury) up to a maximum of 20% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing of the relevant resolution. As at the Latest Practicable Date, the number of Shares in issue was 664,126,750 (including 330,000 treasury Shares). Subject to the passing of the relevant resolution, the maximum number of new Shares to be issued (including any sale and transfer of treasury shares out of treasury) under the General Mandate will be 132,759,350 (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of Annual General Meeting). In addition, subject to a separate approval of Shareholders of the resolution numbered 6 set out in the notice convening the Annual General Meeting, the extension of the General Mandate will be granted to the Directors to exercise the power of the Company to allot, issue, and deal with, new Shares (including any sale and transfer of treasury shares out of treasury) equal to the number of Shares repurchased under the Repurchase Mandate, if any.
GENERAL MANDATE FOR REPURCHASE OF SHARES
The resolution numbered 5 set out in the notice convening the Annual General Meeting will be proposed at the Annual General Meeting for the granting of a general and unconditional Repurchase Mandate to the Directors, to exercise power of the Company to repurchase on GEM or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing of the relevant resolution.
The General Mandate and the Repurchase Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless they are renewed at such meeting or until revoked or varied by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
LETTER FROM THE BOARD OF DIRECTORS
The GEM Listing Rules contain provisions to regulate the repurchase by companies with a primary listing on GEM of their own shares. In accordance with the GEM Listing Rules on share repurchases, this circular contains an explanatory statement as set out in the Appendix I to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against resolution set out in resolution 5 of the notice convening the Annual General Meeting which will be proposed at the Annual General Meeting to grant to the Directors the Repurchase Mandate. For the purpose of this circular, the term "Shares" shall have the meaning ascribed thereto under the Takeovers Code which mean Shares of all classes and securities which carry a right to subscribe for or purchase Shares.
RE-ELECTION OF DIRECTORS
As at the Latest Practicable Date, the Board comprises four executive Directors, namely, Ms. Lily Wu, Mr. Guo Rongxiang, Mr. Chang Wei Wen and Mr. Yang Meng Hsiu, and three independent non-executive Directors, namely, Mr. Chan Siu Wing, Raymond, Ms. Wong Ka Wai, Jeanne, and Mr. Yeung Man Chit, Daniel.
According to article 87(1) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Article 87(2) of the Articles of Association further provides that a retiring Director shall be eligible for re-election and any Directors so to retire shall be subject to retirement by rotation who have been longest in office since their last re-election or appointment.
In accordance with articles 87(1) and 87(2) of the Articles of Association, Ms. Lily Wu, Mr. Chang Wei Wen and Mr. Chan Siu Wing, Raymond shall retire at the Annual General Meeting and, being eligible, shall offer themselves for re-election at the Annual General Meeting.
The Nomination Committee has reviewed and assessed the background, expertise and experience of the retiring Directors, having regard to the Board Diversity Policy of the Company taking into consideration different diversity factors such as gender, age, cultural and educational background, skills and professional experience, knowledge, length of service and time devotion. The Nomination Committee recommends all Directors retiring at the upcoming AGM to stand for re-election.
Pursuant to code provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 of the GEM Listing Rules, any further appointment of independent non-executive director who has served more than 9 years should be subject to a separate resolution to be approved by shareholders. Mr. Chan Siu Wing, Raymond, who was first appointed as an Independent Non-Executive Director of the Company in February 2007, has served the Company for more than 9 years as at the Latest Practicable Date and a separate resolution will be proposed for his re-election.
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LETTER FROM THE BOARD OF DIRECTORS
The Nomination Committee considers that based on the perspective, skill and experience of Mr. Chan Siu Wing, Raymond, he can bring further contribution to the Board and its diversity. In addition, the Nomination Committee had evaluated the performance of Mr. Chan Siu Wing, Raymond during the period from his date of appointment to the Latest Practicable Date and found Mr. Chan continues to demonstrate the attributes of an independent non-executive director and there is no evidence that his tenure has had any impact on his independence. In addition, the Company has received his annual independence confirmation pursuant to Rule 5.09 of the GEM Listing Rules. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that Mr. Chan Siu Wing, Raymond stands for re-election as Director at the AGM. As a good corporate governance practice, Mr. Chan Siu Wing, Raymond abstained from voting at the relevant Board meeting on the proposition of his recommendation for re-election by the Shareholders at the AGM.
Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the detailed required under Rule 17.50(2) of the GEM Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election and appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the above three retiring Directors are set out in Appendix II to this circular.
ANNUAL GENERAL MEETING
A notice of the Annual General Meeting is set out on pages 17 to 20 to this circular.
The Annual Report for 2025 including, among other things, the report of the Directors, the report of the independent auditors of the Company and the audited consolidated financial statements of the Company for the year ended 31 December 2025, and the circular are published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.phoenitron.com, and dispatched to the Shareholders in the manner in which the Shareholders have selected to receive corporate communications.
In order to ascertain the entitlements to attend the Annual General Meeting, the register of members of the Company will be closed from Monday, 18 May 2026 to Thursday, 21 May 2026 (both dates inclusive) during which period no transfer of Shares will be registered. In order to qualify for attending the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Registrar no later than 4:30 p.m. on Friday, 15 May 2026. The record date for the entitlement to AGM will be on Thursday, 21 May 2026.
ACTIONS TO BE TAKEN
A form of proxy is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Registrar as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual
LETTER FROM THE BOARD OF DIRECTORS
General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.
VOTING BY WAY OF POLL AT THE ANNUAL GENERAL MEETING
Pursuant to Rule 17.47(4) of the GEM Listing Rules, all votes of the Shareholders at the general meeting must be taken by poll. The chairman of the Annual General Meeting will therefore demand a poll for every resolution put to the vote of the Annual General Meeting pursuant to article 66 of the Articles of Association.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Directors consider that the granting and the extension of the General Mandate to allot, issue, and deal with, new Shares, the proposed grant of Repurchase Mandate, and the re-election of Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the resolutions numbered 2, and 4 to 6 as set out in the notice convening the Annual General Meeting to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board
Lily Wu
Chairman
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This explanatory statement relates to the resolution proposed to be passed at the Annual General Meeting authorising the grant of the Repurchase Mandate. It contains all the information required under Rule 13.08 of the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against such ordinary resolution.
(I) GEM LISTING RULES
The GEM Listing Rules permit companies with a primary listing on GEM to repurchase their Shares subject to certain restrictions.
Repurchases must be funded out of funds legally available for the purpose and in accordance with the company's constitutive documents and the applicable laws of the jurisdiction in which the company is incorporated or otherwise established. As such, any repurchases must be made out of funds which are legally available for the purpose and in accordance with the laws and regulations of the Cayman Islands and the Memorandum and Articles. Any premium payables on a repurchase over the par value of the Shares may be effected out of funds of the Company which would otherwise be available for dividends or distribution or out of the Company's share premium account.
(II) REASONS FOR PROPOSED REPURCHASE OF SHARES
Although the Directors have no present intention of repurchasing the Shares, they believe that it is in the best interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchase may, depending on the market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and Shareholders.
(III) NUMBER OF SHARES WHICH MAY BE REPURCHASED
As at the Latest Practicable Date, the issued share capital of the Company comprised 664,126,750 Shares (including 330,000 treasury Shares).
As at the Latest Practicable Date, share options carrying rights to subscribe for up to an aggregate of 5,400,000 Shares remained outstanding. If the conversion rights attached to the said share options are exercised in full, 5,400,000 new Shares will be issued by the Company.
Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 66,379,675 Shares (representing 10% of the total number of issued Share (excluding the treasury share, if any) as at the date of passing of the resolution) during the period ending on the earliest of (i) the conclusion of the next annual
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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law (Revised) of the Cayman Islands or any applicable laws of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the Shareholders in a general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors.
Under the GEM Listing Rules, the Company will either (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares held in treasury will be subject to the terms of the Repurchase Mandate in ordinary resolution no. 5 and made in accordance with the GEM Listing Rules and applicable laws and regulations of the Cayman Islands. As at the Latest Practicable Date, the Company holds 330,000 treasury Shares.
To the extent that any treasury shares are 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 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 would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS, (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; and (iii) take any other appropriate measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
(IV) SOURCE OF FUNDS
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company will not repurchase the Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
(V) IMPACT OF REPURCHASE
There might be an adverse impact on the working capitals or gearing positions of the Company as compared with the positions disclosed in the audited financial statements contained in the 2025 Annual Report in the event that the Repurchase Mandate be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
(VI) SHARE PRICES
The highest and lowest prices at which the Shares have been traded on GEM in each of the previous 12 months before the Latest Practicable Date were as follows:
| Share Prices | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2025 | ||
| March | 0.105 | 0.093 |
| April | 0.109 | 0.093 |
| May | 0.255 | 0.099 |
| June | 0.400 | 0.202 |
| July | 0.850 | 0.390 |
| August | 0.820 | 0.600 |
| September | 0.740 | 0.540 |
| October | 0.610 | 0.490 |
| November | 0.530 | 0.400 |
| December | 0.600 | 0.415 |
| 2026 | ||
| January | 0.500 | 0.300 |
| February | 0.350 | 0.255 |
| March | 0.720 | 0.250 |
| April (up to the Latest Practicable Date) | 0.500 | 0.370 |
(VII) GENERAL INFORMATION
(a) None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates, have any present intention to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.
(b) The Directors will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Memorandum and Articles, the GEM Listing Rules and the applicable laws and regulations of the Cayman Islands.
(c) The Company has not notified by any core connected persons (as defined in the GEM Listing Rules) of the Company that they have a present intention to sell any Shares to the Company or its subsidiaries, or that they have undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
(d) The Company confirms that neither this explanatory statement nor the proposed share repurchase has any unusual features.
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
(VIII) EFFECTS OF TAKEOVERS CODE
If the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate, so far as the Directors are aware, the changes of the interests of the Shareholders who have interests of 5% or more of the issued share capital of the Company on the basis of 663,796,750 Shares in issue (excluding treasury Shares) or substantial shareholders of the Company as at the Latest Practicable Date are set out in the following table:
| Shareholders | Before repurchase | After repurchase |
|---|---|---|
| Golden Dice Co., Ltd. (Note 1) | 16.85% | 18.72% |
| Best Heaven Limited (Note 1) | 4.75% | 5.28% |
| Mr. Tsai Chi Yuan (Note 1) | 21.60% | 24.00% |
Note:
1. Mr. Tsai Chi Yuan is deemed to be a substantial shareholder of the Company by virtue of his 100% beneficial interests in Golden Dice Co., Ltd. and Best Heaven Limited respectively.
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interests in the voting rights of the Company increases, such increase may be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or a group of Shareholders.
Based on the shareholding structure as illustrated in the above table, in the event that the Directors exercise in full the power of the Company to repurchase Shares pursuant to the Repurchase Mandate, the total interests of the above Shareholders in the Shares would be increased to approximately the respective percentages shown in the last column above and the Directors believe that such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors also consider that the exercise in full the power of the Company to repurchase Shares pursuant to the Repurchase Mandate would not result in a public shareholdings of less than 25%, the prescribed minimum percentage of the Shares required by GEM to be held by the public.
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
(IX) SHARES REPURCHASE MADE BY THE COMPANY
The Company repurchased a total of 330,000 Shares on the GEM of the Stock Exchange during the six months immediately preceding the Latest Practicable Date, the details of which were as follows:
| Date of repurchase | Number of Shares repurchased | Price per Share
Highest price paid (HK$) | Lowest price paid (HK$) |
| --- | --- | --- | --- |
| 27 January 2026 | 110,000 | 0.350 | 0.320 |
| 4 February 2026 | 35,000 | 0.340 | 0.325 |
| 5 February 2026 | 75,000 | 0.330 | 0.310 |
| 9 February 2026 | 110,000 | 0.340 | 0.315 |
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APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Pursuant to the GEM Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting, are provided below.
MS. LILY WU ("MS. WU"), AN EXECUTIVE DIRECTOR
Length of service
Ms. Wu was appointed as executive Director for an initial term of two years commencing from 3 June 2005 and will continue thereafter unless and until terminated by either the Company or Ms. Wu by giving not less than three months' prior notice in writing and such appointment is subject at all times to the Articles of Association. Ms. Wu will retire at the Annual General Meeting, at which she will, being eligible, offer herself for re-election pursuant to article 87(1) of the Articles of Association. Thereafter, Ms. Wu will be subject to retirement by rotation and re-election at Annual General Meeting in accordance with articles 87(1) and (2) of the Articles of Association.
Qualifications and experience
Ms. Wu, aged 63, has 39 years of experience in the technology sector investment research and industry analysis. She is currently an independent investment analyst on technology companies for private equity firms, and has previously worked as a director in equity research for Salomon Smith Barney, and as a vice president in equity research for Bankers Trust. Ms. Wu earned a Bachelor of Science degree with Honors in Engineering from the California Institute of Technology. Ms. Wu does not hold any other directorships in any other listed companies in the last three years.
Relationship with other Directors, senior management, management or substantial or controlling shareholders of the Company
Ms. Wu does not have any relationship with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and any of their respective associates (within the meaning of the GEM Listing Rules) as at the Latest Practicable Date.
Interests in Shares
As at the Latest Practicable Date, Ms. Wu was interested in 4,600,000 Shares (which includes 4,500,000 share options conferring rights to subscribe for 4,500,000 Shares) (within the meaning of Part XV of the SFO) which represent approximately $0.693\%$ of the issued share capital of the Company as at the Latest Practicable Date.
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APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Amount of emoluments
Under the service contract entered into between the Company and Ms. Wu, she is entitled to fixed annual salaries of approximately HK$600,000 which was determined by the Board with recommendation of the remuneration committee of the Company after considering a range of factors including her experience, her duties and responsibilities in the Group, the remuneration structure of the Group and levels of remuneration for peers in the market. Save for the said salaries, Ms. Wu is not entitled to any other emoluments for holding her office as an executive Director.
Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 17.50(2)(h) to 17.50(2)(w) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.
MR. CHANG WEI WEN ("MR. CHANG"), AN EXECUTIVE DIRECTOR
Length of service
Mr. Chang was initially appointed as a non-executive Director with effect from 10 May 2006 and has been re-designated as executive Director in December 2006 when he assumed key management and operating responsibilities for the Group. Mr. Chang was appointed for an initial term of two years commencing from 12 December 2006, and will continue thereafter unless and until terminated by either the Company or Mr. Chang by giving not less than three months' prior notice in writing and such appointment is subject at all times to the Articles of Association. Mr. Chang will retire at the Annual General Meeting, at which he will, being eligible, offer himself for re-election pursuant to article 87(1) of the Articles of Association. Thereafter, Mr. Chang will be subject to retirement by rotation and re-election at Annual General Meeting in accordance with articles 87(1) and (2) of the Articles of Association.
Qualifications and experience
Mr. Chang, aged 49, formerly worked as an assistant to directors of a Taiwan company which is principally engaged in international trade and wholesale of information software and electronic materials. Mr. Chang obtained a Bachelor of Organization Management degree from Patten University. Mr. Chang does not hold any other directorships in any other listed companies in the last three years.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Relationship with other Directors, senior management, management or substantial or controlling shareholders of the Company
Mr. Chang does not have any relationship with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and any of their respective associates (within the meaning of the GEM Listing Rules) as at the Latest Practicable Date.
Interests in Shares
As at the Latest Practicable Date, Mr. Chang was interested in 5,025,000 Shares (within the meaning of Part XV of the SFO) which represent approximately 0.757% of the issued share capital of the Company as at the Latest Practicable Date.
Amount of emoluments
Under the service contract entered into between the Company and Mr. Chang, he is entitled to fixed annual salaries of HK$985,790 and discretionary bonus which was determined by the Board with recommendation of the remuneration committee of the Company after considering a range of factors including his experience, his duties and responsibilities in the Group, the remuneration structure of the Group and levels of remuneration for peers in the market. Save for the said salaries, Mr. Chang is not entitled to any other emoluments for holding his office as an executive Director.
Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 17.50(2)(h) to 17.50(2)(w) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.
MR. CHAN SIU WING, RAYMOND ("MR. CHAN"), AN INDEPENDENT NON-EXECUTIVE DIRECTOR
Length of service
Mr. Chan, was appointed as an independent non-executive Director for an initial term of one year commencing from 12 February 2007, and will continue thereafter unless and until terminated by either the Company or Mr. Chan by giving not less than one month's prior notice in writing and such appointment is subject at all times to the Articles of Association. Mr. Chan will retire at the Annual General Meeting, at which he will, being eligible, offer himself for re-election pursuant to article 87(1) of the Articles of Association. Thereafter, Mr. Chan will be subject to retirement by rotation and re-election at Annual General Meeting in accordance with articles 87(1) and (2) of the Articles of Association.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Qualifications and experience
Mr. Chan, aged 61, is the chairman of the remuneration committee, one of members of the audit committee and the nomination committee of the Company. Mr. Chan has over 35 years of experience in the field of accounting, taxation, finance and trust. He is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants and a founding member of the Macau Society of Certified Practising Accountants. Mr. Chan holds a Bachelor of Economics degree from the University of Sydney. Mr. Chan was formerly an independent non-executive director of Quali-Smart Holdings Limited, a company whose shares are listed on the Main Board of the Stock Exchange, and has resigned with effect from 30 January 2026.
Relationship with other Directors, senior management, management or substantial or controlling shareholders of the Company
Mr. Chan does not have any relationship with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and any of their respective associates (within the meaning of the GEM Listing Rules) as at the Latest Practicable Date.
Interests in Shares
As at the Latest Practicable Date, Mr. Chan was interested in 450,000 Shares (which includes 450,000 share options conferring rights to subscribe for 450,000 Shares) (within the meaning of Part XV of the SFO) which represent approximately 0.068% of the issued share capital of the Company as at the Latest Practicable Date.
Amount of emoluments
Under the service contract entered into between the Company and Mr. Chan, he is entitled to fixed annual salaries of HK$168,000 which was determined by the Board with recommendation of the remuneration committee of the Company after considering a range of factors including his experience, his duties and responsibilities in the Group, the remuneration structure of the Group and levels of remuneration for peers in the market. Save for the said salaries, Mr. Chan is not entitled to any other emoluments for holding his office as an independent non-executive Director.
Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 17.50(2)(h) to 17.50(2)(w) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.
NOTICE OF ANNUAL GENERAL MEETING
PHOENITRON
PHOENITRON HOLDINGS LIMITED
品創控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8066)
NOTICE IS HEREBY GIVEN THAT the annual general meeting ("Annual General Meeting") of the shareholders of Phoenitron Holdings Limited (the "Company") will be held at 10:00 a.m., on Thursday, 21 May 2026 (Hong Kong time), at Pacific Room IV, 9/F, Towers Wing, Royal Pacific Hotel, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong for the following purposes:
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To receive and consider the report of the directors (the "Directors") of the Company, the report of independent auditor of the Company and the audited consolidated financial statements of the Company for the year ended 31 December 2025.
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Each a separate resolution, to re-elect each of Ms. Lily Wu and Mr. Chang Wei Wen as an executive Director of the Company, and Mr. Chan Siu Wing, Raymond as an independent non-executive Director of the Company and to authorise the board (the "Board") of Directors to fix the remuneration of the Directors.
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To re-appoint Guangshen (Hong Kong) CPA Limited as auditors of the Company and its subsidiaries and to authorise the Board to fix their remuneration.
ORDINARY RESOLUTIONS
- As special business, to consider and if thought fit, to pass the following resolution as an ordinary resolution:
"THAT
(a) subject to paragraph (c) of this resolution, and pursuant to the Rules (the "GEM Listing Rules") Governing the Listing of Securities on GEM (the "GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), 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 unissued shares (the "Shares") (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the GEM Listing Rules) out of treasury) in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) of this resolution shall, in addition to any other authorisation given to the Directors, authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the grant or exercise of any options under the share option scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares; 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 in accordance with the memorandum of the Company and the articles of association (the "Articles of Association") of the Company in force from time to time, shall not exceed 20% of the total number of Shares in issue (excluding treasury share, if any) as at the date of the passing of this resolution; and
(d) 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 expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws and regulations of the Cayman Islands to be held; and
(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Company or the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of Shares (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 jurisdiction or any recognized regulatory body or any stock exchange applicable to the Company)."
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NOTICE OF ANNUAL GENERAL MEETING
- As special business, to consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“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 its issued Shares on GEM or any other stock exchange on which the Shares may be listed and which is recognized by The Securities and Futures Commission of Hong Kong (the “Securities and Futures Commission”) and the GEM for such purpose, in accordance with the rules and regulations of the Securities and Futures Commission, GEM or of any such other stock exchange from time to time and all applicable laws and regulations in this regard, be and is hereby generally and unconditionally approved;
(b) the total number of Shares which may be purchased by the Company or agreed conditionally or unconditionally to be purchased 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 in issue (excluding treasury shares, if any) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the 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 expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any applicable laws and regulations of the Cayman Islands to be held; and
(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
- As special business, to consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“THAT conditional upon ordinary resolutions numbered 4 and 5 above being duly passed in the Annual General Meeting, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares pursuant to resolution numbered 4 above be and is hereby extended by the addition to the total number of shares which may be allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the total number of shares of the Company repurchased by the Company under the authority granted
NOTICE OF ANNUAL GENERAL MEETING
pursuant to resolution numbered 5 above, provided that such amount 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."
By order of the Board
Phoenitron Holdings Limited
Ching Shuk Wah, Shirley
Company Secretary
Hong Kong, 23 April 2026
Notes:
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A shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a person or persons (if he holds two or more Shares) as his proxy or proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
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The register of members of the Company will be closed from Monday, 18 May 2026 to Thursday, 21 May 2026, both dates inclusive, during which period no transfer of shares of the Company can be registered. In order to qualify for attending the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Friday, 15 May 2026. The record date for the entitlement to Annual General Meeting will be on Thursday, 21 May 2026.
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To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited with the branch share registrar and transfer office of the Company 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 or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.
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Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting if the shareholder so desires and in such event the instrument appointing a proxy shall be deemed to be revoked.
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An explanatory statement containing further details regarding resolution numbered 5 as required by the GEM Listing Rules and the annual report of the Company for the year ended 31 December 2025 are published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.phoenitron.com, and will be dispatched to the members of the Company in the manner in which the members have selected to receive corporate communications.
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If Typhoon Signal No. 8 or above, or a "black" rainstorm warning or "extreme conditions after super typhoons" announced by the Government of Hong Kong is/are in effect any time after 9:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.phoenitron.com and on the website of the Stock Exchange at http://www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.
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In case of discrepancy between the English version and the Chinese version of this notice, the English version shall prevail.