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Poly Property Group Co., Limited — Proxy Solicitation & Information Statement 2026
May 22, 2026
48961_rns_2026-05-22_ff1b65c1-db64-47e8-a4cf-c8cd64e2ec5e.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
你利置業
POLY PROPERTY
Poly Property Group Co., Limited
保利置業集團有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00119)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Poly Property Group Co., Limited (the "Company") will be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Admiralty, Hong Kong on Wednesday, 17 June 2026 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor of the Company for the year ended 31 December 2025.
- To approve and declare a final dividend for the year ended 31 December 2025.
- To re-elect directors (each as a separate resolution) and to authorise the board of directors to fix the remuneration of the directors.
- To re-appoint BDO Limited as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company at a remuneration to be fixed by the board of directors.
A Shareholder of the Company has given a special notice to the Company pursuant to Section 400 and Section 578 of the Companies Ordinance of the intention to propose the following resolution as an ordinary resolution at the Annual General Meeting:
"THAT: BDO Limited be re-appointed as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and that its remuneration be fixed by the board of directors."
To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:
- (A) “THAT:
(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (including a sale or transfer of treasury shares) and to make, issue or grant offers, agreements, options, warrants and other securities which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options, warrants and other securities which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of the shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any option under any share option scheme of the Company; (iii) the exercise of rights of subscription or conversion attaching to any securities which are convertible into shares of the Company from time to time; and (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this Resolution and the said approval shall be limited accordingly; and
(d) for the purpose of this Resolution:
“Relevant Period” means the period from the time of passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or by any applicable laws to be held; and
(iii) the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
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"Rights Issue" means an offer of shares or an offer of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong)."; and
- (B) "THAT:
(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares, in accordance with and subject to all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;
(b) the aggregate number of the shares to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this Resolution and the said approval shall be limited accordingly; and
(c) for the purpose of this Resolution:
"Relevant Period" means the period from the time of passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or by any applicable laws to be held; and
(iii) the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting."; and
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(C) "THAT: conditional upon the Resolutions numbered 5(A) and 5(B) set out in the notice convening this meeting being passed respectively, the general mandate granted to the directors of the Company to allot, issue and otherwise deal with additional shares (including a sale or transfer of treasury shares) pursuant to the Resolution numbered 5(A) above be and is hereby extended by the addition thereto of an amount representing the aggregate number of the shares of the Company repurchased by the Company under the authority granted pursuant to
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the Resolution numbered 5(B) above, provided that such number shall not exceed 10% of the aggregate number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this Resolution.”
By Order of the Board
Poly Property Group Co., Limited
WAN Yuqing
Chairman
Hong Kong, 22 May 2026
Notes:
(1) The Annual General Meeting will be held in a wholly physical format. There will be no option for shareholders to participate in the Annual General Meeting via electronic means.
(2) A shareholder entitled to attend, speak and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a shareholder of the Company.
(3) In order to be valid, the 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 such power or authority, must be deposited at the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof.
(4) The register of members of the Company will be closed from Friday, 12 June 2026 to Wednesday, 17 June 2026, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to determine the identity of members who are entitled to attend and vote at the meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Thursday, 11 June 2026.
The Board recommends the payment of a final dividend of 2.6 HK cents per share for the year ended 31 December 2025. Subject to the approval of shareholders at the meeting, the proposed final dividend will be payable to shareholders whose names appear on the register of members of the Company on Wednesday, 24 June 2026 and the register of members of the Company will be closed on Wednesday, 24 June 2026. In order to qualify for the proposed final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged with the aforesaid share registrar of the Company not later than 4:30 p.m. on Tuesday, 23 June 2026.
(5) Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the Annual General Meeting.
(6) If a Black Rainstorm Warning Signal or a Typhoon Signal No. 8 or above is hoisted at or after 8:30 a.m. on the date of the Annual General Meeting and/or the Hong Kong Observatory has announced at or before 8:30 a.m. on the date of the Annual General Meeting that either of the above-mentioned warnings is to be issued within the next two hours, the Annual General Meeting will be postponed.
The Company will post an announcement on the Company’s website (www.polyhongkong.com) and the HKEXnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned or postponed meeting.
(7) No gifts, cake vouchers or refreshments will be provided at the Annual General Meeting.
(8) As at the date of this notice, the executive directors of the Company are Mr. Wan Yuqing and Mr. Hu Zaixin, the non-executive directors of the Company are Mr. Geng Yuehua and Mr. Deng Huan, and the independent non-executive directors of the Company are Mr. Fung Chi Kin, Mr. Ng Kim Lam, Ms. Lam Sau Fung and Ms. Zang Yunzhi.
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