Redsun Properties Group Limited — Proxy Solicitation & Information Statement 2024

Apr 24, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Redsun Properties Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the licensed securities dealer or registered institution in securities 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.

Redsun Properties Group Limited 弘陽地產集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1996)

(1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS (2) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND

(3) NOTICE OF THE ANNUAL GENERAL MEETING

Capitalised terms used in this cover shall have the same meanings as those defined in this circular.

A notice convening the annual general meeting of Redsun Properties Group Limited to be held at Room 2612, 26/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Friday, 28 June 2024 at 10:00 a.m. is set out on pages N-1 to N-4 of this circular. A form of proxy for use at the Annual General Meeting is also sent to the Shareholders together with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.rsunproperty.hk).

Whether or not you intend to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to Link Market, the branch share registrar of the Company in Hong Kong, at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, 26 June 2024) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so desire.

25 April 2024

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	PROPOSED RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . .	4
3.	PROPOSED GRANTING OF GENERAL MANDATES TO
	REPURCHASE SHARES AND TO ISSUE SHARES. . . . . . . . . . . . . . . . . . . . .	6
4.	CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT . . . . . . . . . . . .	7
6.	RECOMMENDATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	ADDITIONAL INFORMATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I – DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL
	GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II – EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . .	II-1
**NOTICE **	OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “2022 AGM”

the 2022 annual general meeting of the Company held on 27 June 2023

“Annual General Meeting” the annual general meeting of the Company to be held at Room 2612, 26/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Friday, 28 June 2024 at 10:00 a.m., or any adjournment thereof, to consider and, if thought fit, approve the resolutions contained in the notice of the Annual General Meeting which is set out on pages N-1 to N-4 of this circular

“Articles of Association” the amended and restated memorandum and articles of association of the Company, as amended, supplemented or otherwise modified from time to time

• “Board” the board of Directors

“Companies Act” the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

“Company” Redsun Properties Group Limited (弘陽地產集團有限公司), a 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: 1996)

• “controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules

“Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Hong Yang Group Company” Hong Yang Group Company Limited (弘陽集團有限公司), a limited liability company incorporated in Hong Kong and a controlling Shareholder

“Issuance Mandate” a general mandate proposed to be granted to the Directors as set out in item 6 of the notice of the Annual General Meeting

“Latest Practicable Date” 17 April 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

– 1 –

DEFINITIONS

• “Link Market”

Link Market Services (Hong Kong) Pty Limited, the branch share registrar of the Company in Hong Kong

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Memorandum and Articles of Memorandum of Association and Articles of Association, as Association” amended from time to time

• “Memorandum of Association” memorandum of association of the Company, as amended from time to time

• “Nomination Committee” the nomination committee of the Board

• “PRC” the People’s Republic of China

• “Redsun Properties Group Redsun Properties Group (Holdings) Limited (弘陽地產集 (Holdings)” 團(控股)有限公司), a limited liability company incorporated under the laws of the British Virgin Islands, and a controlling Shareholder

• “Retiring Directors” Mr. Zeng Huansha, Mr. Lui Wai Pang and Mr. Au Yeung Po Fung

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share Repurchase Mandate” a general mandate proposed to be granted to the Directors as set out in item 5 of the notice of the Annual General Meeting

• “Share(s)” ordinary share(s) in the capital of the Company with a nominal value of HK$0.01 each

• “Shareholder(s)” holder(s) of Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code” the Code on Takeovers and Mergers as amended from time to time

• “%” per cent

– 2 –

LETTER FROM THE BOARD

Redsun Properties Group Limited 弘陽地產集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1996)

Executive Directors: Mr. ZENG Huansha Mr. ZENG Junkai Mr. LUI Wai Pang

Independent Non-executive Directors: Mr. LEE Kwok Tung Louis Mr. LEUNG Yau Wan John Mr. AU YEUNG Po Fung

Registered Office: Cayman Corporate Centre 190 Elgin Avenue George Town Grand Cayman KY1-9008 Cayman Islands

Head Offices in the PRC: 26th Floor Hong Yang Building No. 9 Daqiao North Road, Pukou District Nanjing, Jiangsu Province

Place of Business in Hong Kong registered under part 16 of the Companies Ordinance: Room 2612, 26/F China Merchants Tower Shun Tak Centre Sheung Wan Hong Kong 25 April 2024

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS (2) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND

• (3) NOTICE OF THE ANNUAL GENERAL MEETING

– 3 –

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information of the resolutions to be proposed, and if thought fit, to be approved at the Annual General Meeting in respect of:

• (i) the re-election of the Retiring Directors; and

• (ii) the granting of the Share Repurchase Mandate and the Issuance Mandate to the Directors.

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 108(a) 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 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. A retiring Director shall be eligible for re-election.

In accordance with Article 108(a) of the Articles of Association, Mr. Zeng Huansha, Mr. Lui Wai Pang and Mr. Au Yeung Po Fung shall retire from their offices as Directors at the Annual General Meeting. Mr. Zeng Huansha, Mr. Lui Wai Pang and Mr. Au Yeung Po Fung, being eligible, will offer themselves for re-election at the Annual General Meeting. The details of Mr. Zeng Huansha, Mr. Lui Wai Pang and Mr. Au Yeung Po Fung are set out in Appendix I to this circular.

The Board has received confirmation from Mr. Au Yeung Po Fung, retiring independent non-executive Director, eligible for re-election at the Annual General Meeting, regarding his independence. Taking into account the factors set out in Rule 3.13 of the Listing Rules, the Board considers that Mr. Au Yeung Po Fung continues to be independent.

Procedure and Process for Nomination of Directors

The Nomination Committee will recommend to the Board regarding the appointment of a Director including an independent non-executive Director in accordance with the following selection criteria and nomination procedures:

Selection criteria

The Nomination Committee shall consider the following criteria in evaluating and selecting candidates for directorships:

• (a) Reputation for integrity;

• (b) Necessary work experience and qualifications considered relevant by the Nomination Committee;

• (c) Commitment in respect of sufficient time, interest and attention to the Company’s business;

– 4 –

LETTER FROM THE BOARD

• (d) Diversity in all aspects, including but not limited to gender, age, cultural, educational and professional background, skills, knowledge and experience;

• (e) The ability to assist and support management and make significant contributions to the Company’s success;

• (f) Compliance with the criteria of independence as prescribed under Rule 3.13 of the Listing Rules (for the appointment of an independent non-executive director); and

• (g) Any other relevant factors as may be determined by the Nomination Committee or the Board from time to time.

The appointment of any proposed candidate to the Board or re-appointment of any existing member(s) of the Board shall be made in accordance with the Articles of Association and other applicable rules and regulations.

Nomination Procedures

The procedures for the Nomination Committee to nominate candidates to the Board for directorship are as follows:

• (a) The secretary of the Nomination Committee shall convene a meeting, and invite nominations of candidates from the Board members (if any), for consideration by the Nomination Committee. The Nomination Committee may also nominate candidates for its consideration;

• (b) In the context of appointment of any proposed candidate to the Board, the Nomination Committee shall undertake adequate due diligence in respect of such individual and make recommendations for the Board’s consideration and approval;

• (c) In the context of re-appointment of any existing member(s) of the Board, the Nomination Committee shall make recommendations to the Board for its consideration and recommendation, for the proposed candidates to stand for re-election at a general meeting;

• (d) Please also refer to the “Procedures for Shareholder to Propose a Person for Election as a Director” published on the website of the Company from time to time; and

• (e) The Board shall have the final decision on all matters.

Recommendation of the Nomination Committee

In considering the re-elections of the Retiring Directors, the Board, with the assistance and recommendation from the Nomination Committee, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, geographical background, length of service and the professional experience, skills and expertise that a Director can provide. The Nomination Committee has recommended to the Board on re-election of all the Retiring Directors to retire at the Annual General Meeting.

– 5 –

LETTER FROM THE BOARD

The Board, taking into account the above factors, as well as Mr. Zeng Huansha, Mr. Lui Wai Pang and Mr. Au Yeung Po Fung attributes to enhancing the Board’s diversity and optimal composition (details as set out in their respective biographies in Appendix I hereto), is satisfied with their independence and believes that their re-election is in the best interests of the Company and the Shareholders. The Board accepted the recommendations from the Nomination Committee and recommends to the Shareholders the proposed re-election of all Retiring Directors at the Annual General Meeting.

3. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

Pursuant to the resolutions passed by the Shareholders at the 2022 AGM, the Directors were granted (i) a general mandate to exercise all the powers of the Company to repurchase Shares with an aggregate number of not exceeding 10% of the aggregate number of the Shares in issue as at the date of the 2022 AGM; and (ii) a general mandate to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of the 2022 AGM, and such general mandate was extended by adding the total number of Shares repurchased by the Company since the granting of the share repurchase mandate in (i) above.

Such mandates will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares and issue Shares if and when appropriate, ordinary resolutions will be proposed at the Annual General Meeting to approve:

• (i) the granting of the Share Repurchase Mandate to the Directors to exercise all the powers of the Company to repurchase Shares with an aggregate number of not more than 10% of the aggregate number of the Shares in issue as at the date of passing of such ordinary resolution (i.e. 333,889,800 Shares, on the basis that the total number of issued Shares will remain unchanged on the date of the Annual General Meeting);

• (ii) the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of such ordinary resolution (i.e. 667,779,600 Shares on the basis that the total number of issued Shares will remain unchanged on the date of the Annual General Meeting); and

• (iii) the extension of the Issuance Mandate by adding the total number of Shares repurchased by the Company since the granting of the Share Repurchase Mandate.

Each of the Issuance Mandate and the Share Repurchase Mandate will remain in effect until the earliest of the following:

• (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 to be held under any applicable laws or the Articles of Association; or

• (iii) it is varied, revoked or renewed by an ordinary resolution of the Shareholders at a general meeting.

– 6 –

LETTER FROM THE BOARD

The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Repurchase Mandate or to issue any Shares pursuant to the Issuance Mandate.

An explanatory statement required by the Listing Rules to provide the Shareholders with the information reasonably necessary to enable such Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

4. CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining the Shareholders’ entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 25 June 2024 to Friday, 28 June 2024, both days inclusive. In order to be eligible to attend and vote at the Annual General Meeting, all transfers of Shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged for registration with Link Market at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong not later than 4:30 p.m. on Monday, 24 June 2024.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages N-1 to N-4 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules and Article 72 of the Articles of Association, 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 Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is sent to the Shareholders together with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.rsunproperty.hk). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to Link Market, the branch share registrar of the Company in Hong Kong, at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, 26 June 2024) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting if you so desire.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting at the Annual General Meeting.

– 7 –

LETTER FROM THE BOARD

6. RECOMMENDATION

The Directors consider that (i) the proposed re-election of the Retiring Directors; and (ii) the proposed granting of the Share Repurchase Mandate and Issuance Mandate to the Directors 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 all resolutions to be proposed at the Annual General Meeting.

7. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, For and on behalf of the Board Redsun Properties Group Limited Zeng Huansha

Chairman

– 8 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

The following are the details of the Directors who will retire, and being eligible, offer themselves for re-election at the Annual General Meeting.

EXECUTIVE DIRECTORS

Mr. ZENG Huansha (曾煥沙)

Mr. ZENG Huansha (曾煥沙) (“ Mr. Zeng ”), aged 56, is the founder of our Group and has been our chairman and Director since 21 December 2017. Mr. Zeng was appointed as the chief executive officer on 30 June 2022. He was re-designated as the chairman of our Board and an executive Director on 15 March 2018. Mr. Zeng is also the chairman of the Nomination Committee. Mr. Zeng is primarily responsible for the overall development strategy and daily operations of our Group. He is the director of Redsun Properties (Group) Co., Ltd., Redsun Properties Investment (Holdings) Limited and Hong Yang Properties Investment Limited. He is also the general manager of our subsidiaries, including Redsun Properties Investment (Holdings) Limited, Hong Yang Properties Investment Limited and Redsun Properties (Group) Co., Ltd.

Mr. Zeng established Nanjing Redsun Business World in 1995 and began his involvement in the business of construction and building materials. In December 1999, Mr. Zeng established Redsun Properties (Group) Co., Ltd. and began engaging in residential property development in Nanjing, Jiangsu province. Since establishing Hong Yang Group Company in 2003, Mr. Zeng’s businesses have mainly focused on real estate development, commercial operations and property services.

Mr. Zeng has served as the executive vice president of the China Overseas Chinese Entrepreneurs Investment Enterprise Association (中國僑商會常務副會長) since January 2008; a member of the standing committee of the China Federation of Overseas Chinese (中國僑聯常務委員) since December 2013; the vice chairman of the Jiangsu Federation of Overseas Chinese (江蘇僑聯副主席) since August 2017; and a member of the standing committee of the Jiangsu Chinese People’s Political Consultative Conference (江蘇政協常委) since January 2018. Additionally, in April 2001 he was selected as one of the Ten Young Entrepreneurs of Jiangsu province (江蘇省十大傑出青年); in September 2002, he was recognized as an Outstanding Individual of Provincial Returned Overseas Chinese (江蘇省全省歸僑僑 眷先進個人); and in August 2017, he was awarded as an Outstanding Overseas Chinese Individual of Jiangsu province (江蘇省僑界傑出人物). Mr. Zeng received a master’s degree in Economics from Shanghai Academy of Social Sciences (SACC) in August 2010.

Mr. Zeng is the father of Mr. Zeng Junkai, an executive Director and the vice president of the Company.

Mr. Zeng has entered into a service contract with the Company for a term of three years, and is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles of Association. Under the service contract, Mr. Zeng will not receive any emolument from the Company.

– I-1 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Mr. Zeng held no other directorships in any listed public companies in the last three years. Save as disclosed above, Mr. Zeng does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Zeng is interested in 2,400,000,000 Shares, representing 71.88% of the issued share capital of the Company, through Hong Yang Group (Holdings) Limited, Hong Yang International Limited, Hong Yang Group Company and Redsun Properties Group (Holdings) Limited, each being a controlling Shareholder and in which Mr. Zeng acts as a director. Save as disclosed above, Mr. Zeng does not have any other interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Zeng that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and no other matter in relation to his proposed re-election that needs to be brought to the attention of the Shareholders.

Mr. LUI Wai Pang (雷偉彬)

Mr. LUI Wai Pang (雷偉彬) (“ Mr. Lui ”), aged 51, has been our executive Director and vice president since 5 July 2019. Mr. Lui has concurrently served as the chief financial officer of the Company with effect from 16 September 2022. Mr. Lui is also a member of the Nomination Committee. Prior to joining our Group, Mr. Lui was the chief financial officer, the joint company secretary and the authorised representative of Times China Holdings Limited (stock code: 1233), since March 2015 and was re-designated as the chief financial officer, the company secretary and the authorized representative from August 2018 to June 2019. From September 2006 to March 2015, Mr. Lui worked with Agile Group Holdings Limited (stock code: 3383), with his last position as a financial controller. Mr. Lui also worked in several listed companies in Hong Kong, during which he participated in initial public offering projects and was responsible for matters relating to corporate finance and financial reporting.

Mr. Lui has over 20 years of working experience in accounting, corporate finance and investor relations. Mr. Lui is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants. He holds a bachelor degree of Business Administration in Accounting from the Hong Kong University of Science and Technology.

Mr. Lui has entered into a service contract with the Company for a term of three years, and is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles of Association. Under the service contract, Mr. Lui is entitled to an annual director’s emolument of HK$1,200,000 in his capacity as an executive Director, which is subject to annual review by the Board and was determined on the basis of his experience, knowledge, qualifications, duties and responsibilities within the Group and the prevailing market conditions, and management bonus and other benefits as determined by the Board at its discretion from time to time.

Mr. Lui held no other directorships in any listed public companies in the last three years. Mr. Lui does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Lui does not have any other interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

– I-2 –

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Lui that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and no other matter in relation to his proposed re-election that needs to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. AU YEUNG Po Fung (歐陽寶豐)

Mr. AU YEUNG Po Fung (歐陽寶豐) (“ Mr. Au Yeung ”), aged 56, has been our independent non-executive Director since 25 June 2018. He is also a member of the audit committee of the Board, Nomination Committee and the remuneration committee of the Board. He is responsible for supervising and providing independent judgment to our Board. Mr. Au Yeung has extensive experience in the PRC real estate industry. He holds or had held senior management positions in a number of listed real estate companies, including those set out below:

		Place of listing
Name of entity	Principal Business	and stock code	Position and duration of service
Zhenro Services	Property services and	Main Board of the	Independent non-executive director
Group Limited	management	Stock Exchange	since June 2020
(正榮服務集團		(stock code: 6958)
有限公司)
Sunkwan Properties	Property development	Main Board of the	Independent non-executive director
Group Limited	and investment	Stock Exchange	since October 2020
(上坤地產集團		(stock code: 6900)
有限公司)
Sinic Holdings	Property development	Main Board of the	Independent non-executive director,
(Group) Company	and investment	Stock Exchange	chairman of the remuneration
Limited		(stock code: 2103)	committee and member of the audit
(新力控股(集團)			committee and nomination
有限公司)			committee from August 2019 to
			April 2023
Zhongliang Holdings	Property development	Main Board of the	Independent non-executive director,
Group Company	and investment	Stock Exchange	chairman of the audit committee
Limited		(stock code: 2772)	and member of the remuneration
(中梁控股集團有限			committee since June 2019
公司)

– I-3 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

• Place of listing

• Name of entity Principal Business and stock code Position and duration of service GR Life Style Property management, Main Board of the Independent non-executive director, Company Limited property Stock Exchange chairman of the remuneration (國銳生活有限 development and (stock code: 108) committee and member of the audit 公司) investment committee and nomination committee from July 2017 to February 2020

• Sansheng Holdings Property development Main Board of the Vice president of Fujian Sansheng (Group) Co. Ltd. and investment Stock Exchange Real Estate Development Co., Ltd. (三盛控股(集團) (stock code: 2183) (福建三盛房地產開發有限公司) 有限公司) and the chief financial officer of Sansheng Holdings (Group) Co. Ltd. from August 2017 to January 2018

• Independent non-executive director, chairman of the remuneration committee and member of the audit committee and nomination committee from July 2017 to February 2020

Sun Hung Kai	Development of	Main Board of the	Chief financial officer (China) from
Properties Limited	properties for sale	Stock Exchange	October 2011 to December 2013
(新鴻基地產發展	and investment	(stock code: 16)
有限公司)
Powerlong Real	Real estate,	Main Board of the	Vice president and chief financial
Estate Holdings	commerce, hotel	Stock Exchange	officer from November 2007 to
Limited	and tourism, culture	(stock code: 1238)	October 2011
(寶龍地產控股	and arts, and
有限公司)	industry and
	information
Landsea Green	Green residential	Main Board of the	Chief financial officer and company
Management	property	Stock Exchange	secretary from March 2005 to
Limited	development	(stock code: 106)	October 2005
(朗詩綠色管理
有限公司)

In addition, Mr. Au Yeung served as the chief financial officer of Fu Wah International Group Co., Ltd., a commercial property development and management company, from December 1996 to May 1998, during which he was in charge of managing the company’s assets. He also served as a vice president and chief financial officer of Fosun Property Holdings (復星地產控股集團), a global real estate investment and management company and a subsidiary of Fosun International Limited (Stock Exchange stock code: 656), from February 2014 to September 2014.

– I-4 –

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Au Yeung also has extensive experience serving in other industries. Mr. Au Yeung was an auditing assistant manager at Arthur Andersen from July 1990 to December 1996, during which he was responsible for matters related to audit and investigation. Mr. Au Yeung had also held senior management positions in a number of listed companies, including those set out below:

		Place of listing and
Name of entity	Principal Business	stock code	Position and duration of service
中國港能智慧能源	Investment in and	Main Board of the	Independent non-executive director,
集團有限公司	trading of assets	Stock Exchange	chairman of the remuneration
(China HK Power	and engaged in the	(stock code: 931)	committee and member of the audit
Smart Energy	development of new		committee and nomination
Group Limited)	energy businesses		committee from July 2016 to
			September 2019
South China Holdings	Trading and	Main Board of the	Chief financial officer (China
Company Limited	manufacturing,	Stock Exchange	Properties) from July 2016 to
(南華集團控股	property investment	(stock code: 413)	August 2017
有限公司)	and development,
	agriculture and
	forestry
Hong Kong	Stock and futures	Main Board of the	Senior manager from January 2001 to
Exchanges and	operations	Stock Exchange	January 2005
Clearing Limited		(stock code: 388)
(香港交易及結算所
有限公司)
Shanshan Brand	Fashion	Main Board of the	Independent non-executive director
Management Co.,		Stock Exchange	since May 2018 to June 2021
Ltd.		(stock code: 1749)
(杉杉品牌運營股份
有限公司)
eBroker Group	Financial technology	GEM of the Stock	Independent non-executive director
Limited	solution provider	Exchange (stock	since June 2018
(電子交易集團		code: 8036)
有限公司)

Mr. Au Yeung expects that the time to be spent on his abovementioned existing roles other than that as an independent non-executive Director will occupy approximately 20% of his working time. As such, he will have sufficient time to regularly attend the Board meetings and serve as a member of the audit committee of the Board, remuneration committee of the Board and Nomination Committee. He will be able to fulfill his responsibilities and functions as an independent non-executive Director.

– I-5 –

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Au Yeung received a Bachelor of Arts degree in Business Studies from The Hong Kong Polytechnic University in November 1990. Mr. Au Yeung is a fellow member of the Institute of Chartered Accountants in England and Wales and a Chartered Financial Analyst charterholder. Additionally, he is a fellow member of The Association of Chartered Certified Accountant and a fellow member of the Hong Kong Institute of Certified Public Accountants.

Mr. Au Yeung has entered into a letter of appointment with the Company for a term of three years, and is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles of Association. Under the letter of appointment, Mr. Au Yeung is entitled to an annual director’s remuneration of HK$360,000 with reference to the Company’s performance, the prevailing market conditions and the individual director’s overall performance after the completion of each service year. During his tenure in acting as an independent non-executive Director, a member of the audit committee of the Board, Nomination Committee and remuneration committee of the Board, Mr. Au Yeung has devoted significant time and efforts in attending to various business affairs of the Company that were brought to the attention, or which required the supervision, of the Board and/or the abovementioned committees, and with respect to which he has rendered valuable contribution.

Save as disclosed above, Mr. Au Yeung held no other directorships in any listed public companies in the last three years. Mr. Au Yeung does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Au Yeung does not have any other interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Au Yeung that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and no other matter in relation to his proposed re-election that needs to be brought to the attention of the Shareholders.

– I-6 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

The following is an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide the Shareholders with information reasonably necessary to enable such Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares is 3,338,898,000.

Subject to the passing of the ordinary resolution in respect of the granting of the Share Repurchase Mandate and on the basis that the total number of issued Shares will remain unchanged on the date of the Annual General Meeting, being 3,338,898,000 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, up to 333,889,800 Shares, representing approximately 10% of the total number of issued Shares as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that it is in the best interests of the Company and Shareholders for the Directors to receive the general authority from the Shareholders to repurchase Shares in the market. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share.

3. FUNDING OF SHARE REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands.

Any payment for the repurchase of Shares will be drawn from the profits or share premium of the Company or from the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, subject to the Companies Act, out of capital and, in the case of any premium payable on the purchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Companies Act, out of capital.

4. IMPACT OF SHARE REPURCHASE

The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, under the circumstances, have a material adverse effect in the opinion of the Directors on the working capital requirements of the Company or its gearing levels. However, there might be a material adverse impact on the working capital or 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 2023 in the event that the Share Repurchase Mandate is exercised in full.

– II-1 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous twelve months up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2023
April	0.365	0.290
May	0.380	0.229
June	0.335	0.210
July	0.380	0.250
August	0.345	0.212
September	0.260	0.125
October	0.157	0.090
November	0.124	0.089
December	0.110	0.075
2024
January	0.105	0.070
February	0.093	0.070
March	0.077	0.051
April (up to the Latest Practicable Date)	0.058	0.045

6. GENERAL

None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) has any present intention to sell any Shares to the Company or its subsidiaries.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Share Repurchase Mandate is exercise.

The Directors have undertaken that, so far as the same may be applicable, they will exercise the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands. The Directors consider that neither this explanatory statement on the Share Repurchase Mandate nor the Share Repurchase Mandate has any unusual features.

– II-2 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

7. TAKEOVERS CODE

If as a result of a securities repurchase 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 purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of the increase of the Shareholders’ 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 as a result.

As at the Latest Practicable Date, Redsun Properties Group (Holdings) were entitled to exercise voting rights of approximately 71.88% of the total issued share capital of the Company.

If the Share Repurchase Mandate is fully exercised, then, the total number of Shares which will be repurchased pursuant to the Share Repurchase Mandate shall be 333,889,800 Shares (being 10% of the issued share capital of the Company based on the aforesaid assumptions). The percentage shareholding of Redsun Properties Group (Holdings) will increase from approximately 71.88% to approximately 79.87% of the issued share capital of the Company immediately following the full exercise of the Share Repurchase Mandate. To the best knowledge and belief of the Directors, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a consequence of any repurchases pursuant to the Share Repurchase Mandate.

In the event that the Share Repurchase Mandate is fully exercised, the percentage of Shares held by the public would fall below the minimum prescribed level of 25% under the Listing Rules. However, the Directors have no present intention to exercise the Share Repurchase Mandate to such an extent that, under the circumstances, there would be insufficient public float as prescribed under the Listing Rules.

8. REPURCHASE OF SHARES MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

– II-3 –

NOTICE OF ANNUAL GENERAL MEETING

Redsun Properties Group Limited 弘陽地產集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1996)

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Annual General Meeting ”) of Redsun Properties Group Limited (the “ Company ”) will be held at Room 2612, 26/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Friday, 28 June 2024 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2023.

2. (a) To re-elect Mr. Zeng Huansha as an executive director of the Company;

3. (b) To re-elect Mr. Lui Wai Pang as an executive director of the Company; and

4. (c) To re-elect Mr. Au Yeung Po Fung as an independent non-executive director of the Company.

5. To authorize the board of directors of the Company (the “ Board ”) to fix the remuneration of all directors of the Company (the “ Directors ”).

6. To re-appoint Ernst & Young as the auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix its remuneration.

7. “ THAT:

8. (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to purchase its shares in accordance with all applicable laws, rules and regulations;

9. (b) the total number of shares of the Company to be purchased 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 subdivision and consolidation of the shares of the Company) and the said mandate shall be limited accordingly; and

– N-1 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) 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 of the Company or any applicable laws 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 in general meeting.”

1. “ THAT:

2. (a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) to allot, issue and deal with additional shares of the Company, or securities convertible into shares of the Company, or options, warrants or similar rights to subscribe for any shares of the Company, and to make or grant offers, agreements and options which might require the exercise of such powers;

3. (b) the mandate in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted 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 options under a share option scheme of the Company;

   • (iii) 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; and

   • (iv) the exercise of rights of subscription or conversion under the term of any securities convertible into shares of the Company, or options, warrants or similar rights to subscribe for any shares of the Company;

shall not exceed 20% of the total number of issued shares of the Company on the date of passing of this resolution (subject to adjustment in the case of subdivision and consolidation of the shares of the Company) and the said mandate shall be limited accordingly; and

– N-2 –

NOTICE OF ANNUAL GENERAL MEETING

• (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 of the Company or any applicable laws 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 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 recognized regulatory body or any stock exchange).”

1. “ THAT conditional upon the passing of 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 total 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 an amount representing the total number of shares purchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount 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 subdivision and consolidation of the shares of the Company).”

By Order of the Board Redsun Properties Group Limited Zeng Huansha Chairman

Hong Kong, 25 April 2024

Notes:

1. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

– N-3 –

NOTICE OF ANNUAL GENERAL MEETING

1. 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 branch share registrar of the Company in Hong Kong, Link Market Services (Hong Kong) Pty Limited (“ Link Market ”) at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, 26 June 2024) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the Annual General Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

3. Where there are joint holders of any share, any one of such joint holders may vote at the Annual General Meeting, either personally 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 Annual General Meeting personally or by proxy, then the one of such joint holders so present whose name stands first on the register of members of the Company shall, in respect of such share, be entitled alone to vote in respect thereof.

4. The resolutions at the Annual General Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.rsunproperty.hk) in accordance with the Listing Rules.

6. Closure of Register of Members

For the purpose of ascertaining the shareholders’ entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 25 June 2024 to Friday, 28 June 2024, both days inclusive. In order to be eligible to attend and vote at the Annual General Meeting, all transfers of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged for registration with Link Market at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong not later than 4:30 p.m. on Monday, 24 June 2024.

As of the date of this notice, Mr. Zeng Huansha, Mr. Zeng Junkai and Mr. Lui Wai Pang are the executive Directors; and Mr. Lee Kwok Tung Louis, Mr. Leung Yau Wan John and Mr. Au Yeung Po Fung are the independent non-executive Directors.

– N-4 –