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Q P Group Holdings 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 stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Q P Group Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
QP Group
售恩集團
Q P GROUP HOLDINGS LIMITED
售恩集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1412)
PROPOSED DECLARATION OF FINAL DIVIDEND,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS,
PROPOSED RE-APPOINTMENT OF INDEPENDENT AUDITOR,
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening an annual general meeting of Q P Group Holdings Limited to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 6 June 2025 at 10:00 a.m. is set out on pages 19 to 24 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.qpp.com).
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish.
References to time and dates in this circular are to Hong Kong time and dates.
16 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 4
- Proposed Declaration of Final Dividend 5
- Proposed Re-election of Retiring Directors 5
- Proposed Re-appointment of Independent Auditor 6
- Proposed Granting of Share Repurchase Mandate 6
- Proposed Granting of Share Issuance Mandate and Extension Mandate 7
- Annual General Meeting and Proxy Arrangement 7
- Responsibility Statement 8
- Recommendation 8
- Additional Information 8
- Miscellaneous 9
Appendix I — Biographical Details of the Directors Proposed to be Re-elected at the Annual General Meeting 10
Appendix II — Explanatory Statement of the Share Repurchase Mandate 15
Notice of Annual General Meeting 19
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be convened and held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 6 June 2025 at 10:00 a.m., and any adjournment thereof the notice of the meeting which is set out on pages 19 to 24 of this circular
“Articles of Association” the articles of association of the Company, as amended, modified or otherwise supplemented from time to time
“Board” the board of Directors
“close associate(s)” has the same meaning as defined under the Listing Rules
“Companies Act” the Companies Act (as revised) of the Cayman Islands
“Company” Q P Group Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1412)
“controlling shareholder(s)” has the same meaning as defined under the Listing Rules
“core connected person(s)” has the same meaning as defined under the Listing Rules
“Director(s)” the director(s) of the Company
“Extension Mandate” a mandate proposed to be granted to the Directors at the Annual General Meeting for extension of the Share Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate
“Group” the Company and its subsidiaries from time to time
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
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DEFINITIONS
| “Hong Kong” or “HKSAR” | the Hong Kong Special Administrative Region of the People’s Republic of China |
|---|---|
| “Latest Practicable Date” | 10 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular |
| “Listing Date” | 16 January 2020, being the date on which the Shares were listed on the Stock Exchange |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time |
| “Nomination Committee” | the nomination committee of the Board |
| “SFO” | the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or modified from time to time |
| “Share(s)” | share(s) of a par value of HK$0.01 each in the issued share capital of the Company |
| “Share Issuance Mandate” | a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the relevant resolution at the Annual General Meeting |
| “Share Repurchase Mandate” | a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the relevant resolution of the Annual General Meeting |
| “Shareholder(s)” | holder(s) of Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
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DEFINITIONS
"Takeovers Code"
The Code on Takeovers and Mergers and Share Buy-backs as amended, supplemented or modified from time to time and administered by the Securities and Futures Commission of Hong Kong
"%"
per cent
LETTER FROM THE BOARD
Q P GROUP HOLDINGS LIMITED
喬思集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1412)
Executive Directors:
Mr. CHENG Wan Wai, MH (Chairman)
Mr. YEUNG Keng Wu Kenneth
Ms. LIU Shuk Yu Sanny
Mr. CHAN Wang Tao Thomas
Ms. HUI Li Kwan
Mr. MAK Chin Pang
Independent Non-executive Directors:
Mr. CHAN Hiu Fung Nicholas, BBS, MH, JP
Prof. CHENG Man Chung Daniel, BBS, MH, JP
Mr. NG Shung, JP (Australia)
Registered Office:
71 Fort Street
P.O. Box 500
George Town
Grand Cayman KY1-1106
Cayman Islands
Principal Place of Business
in Hong Kong:
21/F, Kings Wing Plaza 2
1 On Kwan Street, Shek Mun
Shatin, New Territories
Hong Kong
16 April 2025
To the Shareholders
Dear Sir/Madam,
PROPOSED DECLARATION OF FINAL DIVIDEND,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS,
PROPOSED RE-APPOINTMENT OF INDEPENDENT AUDITOR,
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
- INTRODUCTION
The purpose of this circular is to provide you with information in respect of certain resolutions to be proposed at the Annual General Meeting to enable you to make an informed decision on whether to vote for or against those resolutions and to give you the notice of Annual General Meeting. Resolutions to be proposed at the Annual General Meeting, in addition to the ordinary business, include ordinary resolutions relating to (i) the proposed declaration of final
LETTER FROM THE BOARD
dividend; (ii) the proposed re-election of retiring Directors; (iii) the proposed re-appointment of independent auditor; (iv) the proposed granting of the Share Repurchase Mandate and the Share Issuance Mandate; and (v) the proposed granting of the Extension Mandate.
2. PROPOSED DECLARATION OF FINAL DIVIDEND
The Board has proposed a final dividend at a rate of HK11.0 cents per Share for the year ended 31 December 2024. Subject to the approval of the Shareholders at the Annual General Meeting, the proposed final dividend will be payable on or around Wednesday, 25 June 2025, to the Shareholders whose names appear on the register of members of the Company on Wednesday, 18 June 2025.
3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
According to the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly, Mr. CHAN Hiu Fung Nicholas, Prof. CHENG Man Chung Daniel and Mr. NG Shung shall retire by rotation at the Annual General Meeting and being eligible, will offer themselves for re-election as independent non-executive Directors at the Annual General Meeting.
The Nomination Committee has considered the proposed re-election of Mr. CHAN Hiu Fung Nicholas, Prof. CHENG Man Chung Daniel and Mr. NG Shung taking into consideration factors such as the diversity policy of the Company, the perspectives, skills and experiences of Mr. CHAN Hiu Fung Nicholas, Prof. CHENG Man Chung Daniel and Mr. NG Shung, and the contributions of each of them, and recommended to the Board that the re-election of Mr. CHAN Hiu Fung Nicholas, Prof. CHENG Man Chung Daniel and Mr. NG Shung be proposed to the Shareholders for approval at the Annual General Meeting.
LETTER FROM THE BOARD
The independent non-executive Directors were initially referred to the Company as a potential candidate, and then appointed after review and approval of the Board. They have provided an annual confirmation of independence. The Board is of the view that they meet the independence guidelines set out in Rule 3.13 of the Listing Rules and are independent in accordance with the terms of the guidelines. The Board is also of the view that they have brought and would bring to the Board their own perspective, skills and experience, and contribute to diversity of the Board, based on their respective backgrounds. Biographical details of Mr. CHAN Hiu Fung Nicholas, Prof. CHENG Man Chung Daniel and Mr. NG Shung are set out in Appendix I to this circular. The Board, upon the recommendation of the Nomination Committee has proposed the re-election of the above retiring Directors.
4. PROPOSED RE-APPOINTMENT OF INDEPENDENT AUDITOR
PricewaterhouseCoopers, which has audited the consolidated financial statements of the Group for the year ended 31 December 2024, will retire as the independent auditor at the Annual General Meeting and, being eligible, offers itself for re-appointment. The Board proposes to re-appoint PricewaterhouseCoopers as the independent auditor in respect of the audited consolidated financial statements of the Group for the year ending 31 December 2025 and to authorise the Board to fix its remuneration.
5. PROPOSED GRANTING OF SHARE REPURCHASE MANDATE
The following ordinary resolution will be proposed at the Annual General Meeting that the Directors be granted the mandate to enable them to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of such resolution. Based on 532,000,000 Shares in issue as at the Latest Practicable Date and on the basis that no new Shares will be issued and no Shares will be repurchased by the Company for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, subject to the passing of the proposed resolution granting the Share Repurchase Mandate to the Directors, the Company will be allowed under the Share Repurchase Mandate to buy back up to a maximum of 53,200,000 Shares, representing 10% of the Shares in issue as at the Latest Practicable Date.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.
LETTER FROM THE BOARD
6. PROPOSED GRANTING OF SHARE ISSUANCE MANDATE AND EXTENSION MANDATE
The following ordinary resolution will be proposed at the Annual General Meeting that the Directors be granted the mandate to the Directors to exercise powers of the Company to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of such resolution. Based on 532,000,000 Shares in issue as at the Latest Practicable Date and on the basis that no new Shares will be issued and no Shares will be repurchased by the Company for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, subject to the passing of the proposed resolution granting the Share Issuance Mandate to the Directors, the Company will be allowed under the Share Issuance Mandate to issue, allot and deal with additional Shares up to a maximum of 106,400,000 Shares, representing 20% of the Shares in issue as at the Latest Practicable Date. An ordinary resolution to extend the Share Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting.
The Share Repurchase Mandate and the Share Issuance Mandate will continue in force until (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 of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.
The Directors have no present intention to exercise the Repurchase Mandate to the extent that the number of Shares in the hands of the public would fall below the prescribed minimum percentage of 25% as required by the Stock Exchange.
7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 19 to 24 of this circular.
Pursuant to Rule 13.39(4) of the Listing Rules and, any vote of Shareholders at a general meeting must be taken by poll except where the chairman in good faith decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules. Therefore, all proposed resolutions set out in the notice convening the Annual General Meeting shall be voted on by poll.
LETTER FROM THE BOARD
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Stock Exchange (www.hkexnews.hk) and the Company (www.qpp.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting or the 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 if you so wish.
8. 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 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.
9. RECOMMENDATION
The Directors consider that the resolutions regarding (i) the declaration of final dividend; (ii) the re-election of retiring Directors and authorisation to the Board to fix their remuneration; (iii) the re-appointment of independent auditor; (iv) the granting of the Share Repurchase Mandate and the Share Issuance Mandate; and (v) the granting of the Extension Mandate to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.
10. ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular, namely Appendix I — Biographical Details of the Directors Proposed to be Re-elected at the Annual General Meeting; and Appendix II — Explanatory Statement on the Share Repurchase Mandate.
LETTER FROM THE BOARD
11. MISCELLANEOUS
This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.
Yours faithfully,
For and on behalf of the Board
Cheng Wan Wai
Chairman
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
Mr. CHAN Hiu Fung Nicholas (陳曉峰), BBS, MH, JP, aged 51, was appointed as our independent non-executive Director in December 2019. He is also the chairman of the remuneration committee and a member of the audit committee, Nomination Committee and risk management committee of our Company. Mr. Chan is currently a practising solicitor in Hong Kong and has over 20 years of experience in the legal practice. He has become a partner of Squire Patton Boggs, a law firm since September 2005.
Mr. Chan was admitted to practise law as a solicitor in Hong Kong in May 1999 and has since then become a member of The Law Society of Hong Kong. He served as a council member of The Law Society of Hong Kong from December 2014 to May 2019. He was also admitted to practice law in the Australian Capital Territory and Victoria, Australia in June 1997 and October 2000, respectively, and was admitted to practice as a solicitor in England and Wales in October 2007. Mr. Chan graduated from The University of Melbourne, Australia, with a double degree of Bachelor of Laws and Bachelor of Science in March 1997. He was awarded the Medal of Honours from the Government of the HKSAR in July 2016 and has also been appointed as a Justice of the Peace by the Government of the HKSAR since July 2021. In July 2024, Mr. Chan was awarded the Bronze Bauhinia Star (BBS) by the Government of the HKSAR.
He was a member of Committee on Innovation, Technology and Industry Development of the Government of the HKSAR from March 2023 to March 2025. He was a member of the Hospital Governing Committee of Castle Peak Hospital and Siu Lam Hospital from April 2019 to March 2025. Mr. Chan was a council member of The Hong Kong University of Science and Technology from April 2016 to March 2022, and he has been serving as a member of the Court of the Hong Kong University of Science and Technology for a period of three years from September 2022. He has been appointed to serve as a council member of The Chinese University of Hong Kong for a period of three years from June 2022. Mr. Chan has been serving as a council member of the Fu Hong Society since November 2018, and began serving as Vice Chairman in October 2024. Since May 2022, Mr. Chan has also been appointed as the director of AALCO Hong Kong Regional Arbitration Centre. Since June 2021, Mr. Chan has become a non-club-linked director of the board of the Football Association of Hong Kong, China Limited with a term until June 2025. Mr. Chan is Hong Kong Deputy to the 13th National People's Congress and 14th National People's Congress of the PRC. He has been appointed to serve as a member of Communications Authority with effect from April 2023. Since May 2023, he has been appointed as a member of the Social Development Expert Group under the Chief Executive's Policy Unit Expert Group. Since June 2023, he has been appointed as the Chairman of the Innovation and Technology Venture Fund Advisory Committee.
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Since May 2024, he has been appointed as a member of the Competition Commission. Since October 2024, he has been appointed by the Secretary for Justice of Hong Kong as a member of the Expert Advisory Group on Legal and Dispute Resolution Services.
From December 2021 to March 2025, Mr. Chan was an independent non-executive director of Million Cities Holdings Limited (Stock Code: 2892), whose shares are listed on the Main Board of the Stock Exchange.
Mr. Chan has been appointed as an independent non-executive director of (i) Sa Sa International Holdings Limited (Stock Code: 178), since September 2019; (ii) Pangaea Connectivity Technology Limited (Stock Code: 1473), since January 2021; (iii) Genertec Universal Medical Group Company Limited (Stock Code: 2666), since June 2022; and (iv) China Merchants Port Holdings Company Limited (Stock Code: 144), since December 2022, respectively. The shares of the abovementioned companies are listed on the Main Board of the Stock Exchange.
Save as disclosed above, as at the Latest Practicable Date, Mr. Chan (i) did not hold any other position in the Group; (ii) did not hold any directorship in other listed public companies in the last three years; and (iii) was not related to any Directors, senior management, other substantial shareholders or controlling shareholders of the Company.
Mr. Chan has entered into a letter of appointment with the Company for an initial fixed term of three years commencing from the Listing Date renewable automatically subject to retirement by rotation and re-election at annual general meetings of the Company and until terminated by not less than one month's prior notice in writing served by either party on the other expiring at the end of the initial term or any time thereafter. As at the Latest Practicable Date, Mr. Chan is entitled to a director's fee of HK$300,000 per annum.
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chan did not have and was not deemed to have any other interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.
There is no information which is disclosable nor is Mr. Chan involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Chan that need to be brought to the attention of the Shareholders.
Prof. CHENG Man Chung Daniel (鄭文聰), BBS, MH, JP, aged 67, was appointed as our independent non-executive Director in December 2019. He is also the chairman of the Nomination Committee and a member of the audit committee, remuneration committee and risk management
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
committee of our Company. He is a Fellow of The Hong Kong Institute of Engineers and a registered professional engineer of the Engineers Registration Board. He has been awarded the title of professorate senior engineer by the Department of Human Resources and Social Security of Guangdong Province. He has over 20 years of experience in the engineering industry.
Prof. Cheng is the Managing Director of Dunwell Technology (Holdings) Limited. Prof. Cheng serves as the President of the Hong Kong Environmental Industry Association. Between July 2015 and July 2017, he served as the chairman of the Federation of Hong Kong Industries, and was appointed as its Honorary President since July 2017. Since May 2023, he has been appointed as a member of the Council for Carbon Neutrality and Sustainable Development for a period of two years.
Prof. Cheng was appointed by The University of Hong Kong as Honorary Professor for the period from March 2016 to February 2019 and has been appointed as Adjunct Professor in the Department of Industrial and Manufacturing Systems Engineering since March 2019. He has also been appointed by The Hong Kong Polytechnic University as Professor of Practice (Management) in the Department of Management and Marketing. He was appointed as a Justice of the Peace by the Government of the HKSAR in July 2011. He was awarded the Bronze Bauhinia Star (BBS) in 2017 and the Medal of Honours in July 2007 from the Government of the HKSAR.
In February 2014, Prof. Cheng received the Certificate of Congressional Recognition for his induction into the Hall of Fame Class of 2014 from the California State Polytechnic University, Pomona, the United States. He obtained a degree of Bachelor of Science in Industrial Engineering from the California State Polytechnic University, Pomona, the United States, in June 1981.
Save as disclosed above, as at the Latest Practicable Date, Prof. Cheng (i) did not hold any other position in the Group; (ii) did not hold any directorship in other listed public companies in the last three years; and (iii) was not related to any Directors, senior management, other substantial shareholders or controlling shareholders of the Company.
Prof. Cheng has entered into a letter of appointment with the Company for an initial fixed term of three years commencing from the Listing Date renewable automatically subject to retirement by rotation and re-election at annual general meetings of the Company and until terminated by not less than one month's prior notice in writing served by either party on the other expiring at the end of the initial term or any time thereafter. As at the Latest Practicable Date, Prof. Cheng is entitled to a director's fee of HK$300,000 per annum.
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
As far as the Directors are aware, as at the Latest Practicable Date, Prof. Cheng did not have and was not deemed to have any other interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.
There is no information which is disclosable nor is Prof. Cheng involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Prof. Cheng that need to be brought to the attention of the Shareholders.
Mr. NG Shung (吳嵩), JP (Australia), aged 61, was appointed as our independent non-executive Director in December 2019. He is also the chairman of the audit committee and a member of the remuneration committee, Nomination Committee and risk management committee of our Company. He is a fellow certified public accountant in Hong Kong and has over 10 years of experience in professional accounting. He has been operating publication business by serving as the chairman of the board of directors of Racing World Publications Limited since 2003.
Mr. Ng was admitted to the status of Certified Practising Accountant of the Australian Society of Certified Practising Accountants in September 1992, and was issued a Public Practice Certificate by the Australian Society of Certified Practising Accountants in February 1993. He was admitted as a fellow of the Hong Kong Institute of Certified Public Accountants (formerly known as the Hong Kong Society of Accountants) in March 1999. He obtained a degree of Bachelor of Economics from Macquarie University, Australia, in April 1986, and a degree of Master of Commerce in Organizational Behaviour from the University of New South Wales, Australia, in April 1988. He was also admitted as a fellow of The Hong Kong Institute of Director in January 2018.
Mr. Ng had served in the Executive Committee of the Hong Kong Paralympic Committee & Sports Association For The Physically Disabled from 2009 to 2015, and had been the chairman of its public relations and marketing subcommittee from 2010 to 2013. He had served as an Elected Member of the General Committee of Riding For The Disabled Association Limited and as chairman of the Public Relations and Fundraising Subcommittee from 2003 to 2010 and from 2015 to 2016, respectively. He had also served as the vice-chairman of the International Liaison Subcommittee and vice-chairman of the Rehab Subcommittee of Riding For The Disabled Association Limited from 2011 to 2013 and from 2012 to 2015, respectively. He had also served as the president of Hong Kong Racehorse Owners Association from 2014 to 2015 and was appointed as a Voting Member of the Hong Kong Jockey Club in 2016. He was appointed as Justice of the Peace by the Government of New South Wales, Australia, in 1992, and was awarded Chief
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Executive’s Commendation for Community Service by the Government of the HKSAR in 2009. Since July 2023, he has been appointed as the Chairman of the Executive Committee of the Hong Kong Thoroughbred Breeders’ Alliance for a period of two years.
Save as disclosed above, as at the Latest Practicable Date, Mr. Ng (i) did not hold any other position in the Group; (ii) did not hold any directorship in other listed public companies in the last three years; and (iii) was not related to any Directors, senior management, other substantial shareholders or controlling shareholders of the Company.
Mr. Ng has entered into a letter of appointment with the Company for an initial fixed term of three years commencing from the Listing Date renewable automatically subject to retirement by rotation and re-election at annual general meetings of the Company and until terminated by not less than one month’s prior notice in writing served by either party on the other expiring at the end of the initial term or any time thereafter. As at the Latest Practicable Date, Mr. Ng is entitled to a director’s fee of HK$300,000 per annum.
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Ng did not have or was not deemed to have any other interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.
There is no information which is disclosable nor is Mr. Ng involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Ng that need to be brought to the attention of the Shareholders.
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APPENDIX II EXPLANATORY STATEMENT OF THE SHARE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 532,000,000 Shares of nominal value of HK$0.01 each.
Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 532,000,000 Shares, the Directors would be authorised under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 53,200,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.
2. REASONS FOR SHARE REPURCHASE
The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market.
Shares repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset 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 the Shareholders as a whole.
3. FUNDING OF SHARE REPURCHASE
The Company may only apply funds legally available for share repurchase in accordance with its Articles of Association, the Companies Act, other applicable laws of the Cayman Islands and the Listing Rules. Under the Companies Act, repurchases by the Company may only be made out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Act, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or the Company's share premium account, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Act, out of capital.
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APPENDIX II EXPLANATORY STATEMENT OF THE SHARE REPURCHASE MANDATE
4. IMPACT OF SHARE REPURCHASE
There might be a material adverse impact on the working capital and gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such 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.
5. MARKET PRICES OF SHARES
The highest and lowest market prices per Share at which Shares were traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 1.90 | 1.14 |
| May | 1.14 | 1.04 |
| June | 1.08 | 0.94 |
| July | 1.08 | 0.97 |
| August | 1.18 | 1.04 |
| September | 1.18 | 1.02 |
| October | 1.16 | 1.07 |
| November | 1.15 | 1.11 |
| December | 1.14 | 1.12 |
| 2025 | | |
| January | 1.26 | 1.08 |
| February | 1.29 | 1.23 |
| March | 1.43 | 1.25 |
| April (up to the Latest Practicable Date) | 1.46 | 1.14 |
APPENDIX II EXPLANATORY STATEMENT OF THE SHARE REPURCHASE MANDATE
6. UNDERTAKING
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
7. DIRECTORS, CLOSE ASSOCIATE AND CORE CONNECTED PERSON
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.
The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company, in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.
8. TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If, on the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in Shareholder’s interest, 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 group of Shareholders.
As at the Latest Practicable Date and to the best knowledge of the Directors, each of Mr. Cheng Wan Wai and Mr. Yeung Keng Wu Kenneth is deemed to be interested in 310,353,954 Shares, representing approximately 58.34% of the issued share capital of the Company, which were held by Good Elite Holdings Limited (“Good Elite”). Ms. Hui Li Kwan is the spouse of Mr. Cheng Wan Wai and Ms. Wong Lai Ying is the spouse of Mr. Yeung Keng Wu Kenneth. Accordingly, each of Ms. Hui Li Kwan and Ms. Wong Lai Ying is deemed to be interested in the same number of Shares in which her spouse is interested under the SFO.
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APPENDIX II EXPLANATORY STATEMENT OF THE SHARE REPURCHASE MANDATE
On the basis that (i) the total issued share capital of the Company remains unchanged as at the date of the Annual General Meeting, and (ii) the number of Shares of Good Elite remains unchanged, the interests of Good Elite in the issued share capital of the Company would increase to approximately 64.82% in the event that the Directors exercise the proposed Share Repurchase Mandate in full and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors are not aware of any consequences, which may arise under the Takeovers Code as a result of any repurchases to be made under the Share Repurchase Mandate. As at the Latest Practicable Date, so far as is known to the Directors, no Shareholder may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Directors exercise the power in full to repurchase Shares pursuant to the Share Repurchase Mandate. The Directors will exercise the powers conferred by the Share Repurchase Mandate to repurchase Shares in circumstances, which they deem appropriate for the benefits of the Company and the Shareholders as a whole. However, the Directors have no present intention to exercise the Share Repurchase Mandate to such extent that will result in a requirement of the above Shareholders, or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of the public would fall below the prescribed minimum percentage of 25% as required by the Listing Rules.
- SHARE REPURCHASE MADE BY THE COMPANY
From the Listing Date and up to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
NOTICE OF ANNUAL GENERAL MEETING
Q P GROUP HOLDINGS LIMITED
喬思集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1412)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Q P Group Holdings Limited (the "Company") will be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 6 June 2025 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
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To receive, consider and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and auditor for the year ended 31 December 2024.
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To declare the payment of a final dividend at the rate of HK11.0 cents per share for the year ended 31 December 2024.
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Re-elect the following retiring Directors, each as a separate resolution:
(a) Mr. CHAN Hiu Fung Nicholas as an independent non-executive Director of the Company;
(b) Prof. CHENG Man Chung Daniel as an independent non-executive Director of the Company; and
(c) Mr. NG Shung as an independent non-executive Director of the Company.
And to authorise the board (the "Board") of Directors of the Company to fix the remuneration of the respective Directors.
- To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the Board to fix the remuneration of the auditor.
NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (b) below and in accordance with all applicable laws, rules and regulations, the Directors be granted the mandate to enable mandate to enable them to repurchase shares (“Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and the exercise of such power by the Directors during the Relevant Period (as defined in paragraph (c) below) all the powers of the Company to repurchase its shares on the Stock Exchange or any other stock exchange recognised by the Securities and Futures Commission (the “Commission”) and the Stock Exchange, subject to and in accordance with the rules and regulations of the Commission, the Stock Exchange, the applicable laws of the Cayman Islands and all other applicable laws, rules and regulations;
(b) the aggregate number of Shares of the Company which may be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued Shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of Shares of the Company after the date of passing of this resolution); and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company (“Articles of Association”) or any applicable laws of the Cayman Islands to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (c) below and compliance with the prevailing requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) and all applicable laws, rules and regulations given to the Directors be granted the mandate to exercise the powers of the Company to allot, issue and deal with additional Shares in the capital of the Company and to make or grant offers, agreements and options and the exercise of such power by the Directors during or after the end of the Relevant Period (as defined paragraph (d) below) is hereby generally and unconditionally approved;
(b) The approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including but not limited to bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers after the end of Relevant Period;
(c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of the outstanding conversion rights attaching to any convertible securities issued by the Company, which are convertible into Shares of the Company;
(iii) the exercise of any options under the share option scheme adopted by the Company;
(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; and
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NOTICE OF ANNUAL GENERAL MEETING
(v) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares,
shall not exceed 20% of the total number of issued Shares of the Company as at the date of passing of this resolution; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from 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 of the Cayman Islands to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (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 any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange).
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the aggregate number of Shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount of Shares shall not exceed 10% of the total number of issued Shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of Shares of the Company after the date of passing of this resolution).”
By order of the Board
Q P Group Holdings Limited
Cheng Wan Wai
Chairman
Hong Kong, 16 April 2025
Notes:
-
All resolutions at the meeting will be taken by poll (except where the chairman decides to allow resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy or if he holds two or more shares, may appoint more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
-
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 certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
NOTICE OF ANNUAL GENERAL MEETING
-
For the purpose of determining the qualification as shareholders of the Company to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 3 June 2025 to Friday, 6 June 2025, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Monday, 2 June 2025, being the last share registration date.
-
For the purpose of determining the entitlement to the proposed final dividend (subject to the approval of the shareholders at the Annual General Meeting), the register of members of the Company will be closed from Monday, 16 June 2025 to Wednesday, 18 June 2025, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the entitlement to the proposed final dividend, unregistered holders of shares of the Company are required to lodge all transfer documents accompanied by the relevant share certificates with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 13 June 2025.
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In case of joint holders of any Share, any one of such joint holders may vote at the Annual General Meeting, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Share shall be accepted to the exclusion of the vote of the other joint registered holders.
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References to time and dates in this notice are to Hong Kong time and dates.
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If Typhoon Signal No. 8 or above, or "black" rainstorm warning is in effect any time after 8:00 a.m. and before the above time of Annual General Meeting, the Annual General Meeting will be postponed. The Company will post an announcement on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.qpp.com) to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
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