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Redsun Properties Group Limited — Proxy Solicitation & Information Statement 2025
Apr 28, 2025
50328_rns_2025-04-28_f8bfaf9b-7bd3-445a-b6f9-b49ca7eae0d7.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult 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.
Rsun弘阳
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 Thursday, 26 June 2025 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 MUFG Corporate Markets, 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 Tuesday, 24 June 2025) 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. Treasury shares, if any and registered under the name of the Company, shall have no voting rights as at the general meeting(s) of the Company. For the avoidance of doubt, solely from the perspective of the Listing Rules, the Company shall, upon depositing any treasury shares in CCASS, abstain from voting at any its general meeting(s) in relation to those shares.
29 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
- INTRODUCTION ... 4
- PROPOSED RE-ELECTION OF RETIRING DIRECTORS ... 4
- PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES ... 6 - CLOSURE OF REGISTER OF MEMBERS ... 7
- ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT ... 8
- RECOMMENDATION ... 8
- 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:
“2023 AGM” the 2023 annual general meeting of the Company held on 28 June 2024
“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 Thursday, 26 June 2025 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
“CCASS” the Central Clearing and Settlement System, a securities settlement system established and operated by the HKSCC
“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
“HKSCC” the Hong Kong Securities Clearing Company Limited
“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
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DEFINITIONS
| “Latest Practicable Date” | 17 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular |
|---|---|
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “Memorandum and Articles of Association” | Memorandum of Association and Articles of Association, as amended from time to time |
| “Memorandum of Association” | memorandum of association of the Company, as amended from time to time |
| “MUFG Corporate Markets” | MUFG Corporate Markets Pty Limited, the branch share registrar of the Company in Hong Kong |
| “Nomination Committee” | the nomination committee of the Board |
| “PRC” | the People’s Republic of China |
| “Redsun Properties Group (Holdings)” | Redsun Properties Group (Holdings) Limited (弘陽地產集團(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. Chen Bin, Ms. Hu Fang, Mr. Lee Kwok Tung Louis and Mr. Leung Yau Wan John |
| “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 |
| “Treasury Shares” | has the meaning ascribed to it under the Listing Rules, as amended from time to time |
| “%” | per cent |
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LETTER FROM THE BOARD
Rsun弘阳
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. CHEN Bin
Ms. HU Fang
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
29 April 2025
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
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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.
Pursuant to Article 112 of the Articles of Association, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Any Director appointed under Article 112 of the Articles of Association shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at an annual general meeting.
In accordance with Article 108(a) of the Articles of Association, Mr. Lee Kwok Tung Louis and Mr. Leung Yau Wan John will retire by rotation and being eligible, will offer themselves for re-election at the Annual General Meeting.
In accordance with Articles 112 of the Articles of Association, Mr. Chen Bin and Ms. Hu Fang will hold office only until the Annual General Meeting and being eligible, will offer themselves for re-election at the Annual General Meeting.
The details of Mr. Chen Bin, Ms. Hu Fang, Mr. Lee Kwok Tung Louis and Mr. Leung Yau Wan John are set out in Appendix I to this circular.
The Board has received confirmations from Mr. Lee Kwok Tung Louis and Mr. Leung Yau Wan John, retiring independent non-executive Directors, eligible for re-election at the Annual General Meeting, regarding their independence. Taking into account the factors set out in Rule 3.13 of the Listing Rules, the Board considers that Mr. Lee Kwok Tung Louis and Mr. Leung Yau Wan John continue 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:
LETTER FROM THE BOARD
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;
(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;
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LETTER FROM THE BOARD
(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.
The Board, taking into account the above factors, as well as each of Mr. Chen Bin, Ms. Hu Fang, Mr. Lee Kwok Tung Louis and Mr. Leung Yau Wan John 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 2023 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 2023 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 2023 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 (excluding Treasury Shares, if any) 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, subject to adjustment in the case of subdivision and consolidation of Shares);
LETTER FROM THE BOARD
(ii) the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares (including to sale or transfer Treasury Shares, if any) of not exceeding 20% of the total number of issued Shares (excluding Treasury Shares, if any) 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, subject to adjustment in the case of subdivision and consolidation of Shares); 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.
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 (including to sell or transfer any Treasury Shares out of treasury, if any) 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 Monday, 23 June 2025 to Thursday, 26 June 2025, 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 MUFG Corporate Markets at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong not later than 4:30 p.m. on Friday, 20 June 2025.
LETTER FROM THE BOARD
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 MUFG Corporate Markets, 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 Tuesday, 24 June 2025) 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. Separately, Treasury Shares, if any and registered under the name of the Company, shall have no voting rights as at the general meeting(s) of the Company. For the avoidance of doubt, solely from the perspective of the Listing Rules, the Company shall, upon depositing any Treasury Shares in CCASS, abstain from voting at any its general meeting(s) in relation to those shares.
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
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
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. CHEN Bin (陳彬)
Mr. CHEN Bin (“Mr. Chen”), aged 56, Executive President of the Company, obtained a bachelor’s degree in refrigeration engineering from Tianjin University of Commerce and a master’s degree in Engineering Management from Shanghai Jiao Tong University.
From June 2006 to November 2013, Mr. Chen served as the general manager of the Wuxi Project of Vanke Real Estate in Southern Jiangsu, where he also served as the executive deputy general manager. From December 2013 to February 2018, he successively served as the regional executive deputy general manager of Shanghai Regional Business Department of CIFI Holdings and the general manager of Qingdao Business Department in Pan-Shandong region of CIFI Holdings. He served as the Company’s assistant president from March 2018 to March 2019 and served as the Company’s vice president of the Company from March 2019 to February 2024. He has been serving as Executive President of the Company since February 2024. Mr. Chen has been appointed as an executive Director and a member of the remuneration committee of the Board with effect from 2 July 2024.
Mr. Chen 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. Chen, in his capacity as an executive Director, will receive Director’s fee of approximately RMB1,980,000 per annum (subject to annual review by the Board), which is determined on the basis of his experience, knowledge, qualifications, duties and responsibilities in the Group as well as the prevailing market conditions, and will also receive management bonus and other benefits as may be determined by the Board at its discretion from time to time.
Save as disclosed above, as at the Latest Practicable Date, Mr. Chen (i) has not held any other directorships in public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) does not hold other major appointments and professional qualifications; (iii) does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company or its subsidiaries; (iv) does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) does not hold any other positions with other members of the Group.
Save as disclosed above, there is no other information that is required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and no other matter in relation to his proposed re-election that needs to be brought to the attention of the Shareholders.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Ms. HU Fang (胡芳)
Ms. HU Fang (“Ms. Hu”), aged 54, has joined the Company in September 2013 and is currently the Chief Risk Control Officer of the Company. She graduated from Anhui University of Technology majoring in industrial accounting. She is a member of the Chinese Institute of Certified Public Accountants (CICPA) and a senior accountant. She currently also serves as the vice-president of the Enterprise Institute for Internal Control, a 5A-level social organization registered in China. Since 20 November 2024, Ms. Hu has been appointed as an executive Director and a member of the remuneration committee of the Board.
Before joining the Company, Ms. Hu worked in the accounting and finance department of Maanshan Iron & Steel Company Limited, a company listed on The Stock Exchange of Hong Kong Limited (stock code: 00323), from 1991 to 1999. From 2000 to February 2007, she served as the deputy financial general manager of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*, a company listed on The Stock Exchange of Hong Kong Limited (stock code: 02196). From March 2007 to June 2008, she served as the deputy general manager of finance of Suning Universal Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 000718), and served as the general manager of the audit and legal department of Verdure International Holding Company Limited from July 2008 to August 2013. Ms. Hu has over 30 years of extensive working experience in finance, auditing and legal professions.
Ms. Hu has entered into a service contract with the Company for a term of three years, subject to retirement from office and re-election at the next following general meeting of the Company in accordance with the articles of association of the Company. Under the service contract, Ms. Hu will receive an annual Director’s fee of RMB611,000 in her capacity as an executive Director, which is subject to annual review by the Board and was determined on the basis of her experience, knowledge, qualifications, duties and responsibilities within the Group and the prevailing market conditions, and will receive management bonus and other benefits as determined by the Board at its discretion from time to time.
Save as disclosed above, as at the date of this announcement, Ms. Hu (i) has not held any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) does not hold other major appointments and professional qualifications; (iii) does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company or its subsidiaries; (iv) does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) does not hold any other positions with other members of the Group.
Save as disclosed above, there is no other information that is required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and no other matter in relation to her proposed re-election that needs to be brought to the attention of the Shareholders.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. LEE Kwok Tung Louis (李國棟)
Mr. LEE Kwok Tung Louis ("Mr. Lee"), aged 57, has been an independent non-executive Director since 25 June 2018. He is responsible for supervising and providing independent judgment to the Board. Mr. Lee has accumulated and possessed extensive experience with large groups, listed groups and professional firms in financial management, accounting and auditing since 1993. In addition, Mr. Lee currently holds directorships in other listed companies as set out below:
| Name of entity | Principal Business | Place of listing and stock code | Position and duration of service |
|---|---|---|---|
| HSC Resources Group Limited | Installation, maintenance, repairs or inspection of fire safety systems | Main Board of the Stock Exchange (Stock code: 1850) | Independent non-executive director from March 2017 to November 2021 |
| ZONQING Environmental Limited | Landscape and ecological restoration project service provider | Main Board of the Stock Exchange (Stock code: 1855) | Independent non-executive director from December 2020 to present |
| TitanInvo Technology Limited | Automotive driving assistance system (ADAS) and other automotive components supplier | Main Board of the Stock Exchange (Stock code: 872) | Independent non-executive director from August 2020 to April 2023 |
| CGN Mining Company Limited | Investment holding company principally engaged in the investment and trading of natural uranium | Main Board of the Stock Exchange (Stock code: 1164) | Independent non-executive director from August 2014 to August 2023 |
| Fusen Pharmaceutical Co. Ltd. | Manufacturing and sale of pharmaceutical products | Main Board of the Stock Exchange (Stock code: 1652) | Independent non-executive director from April 2019 to present |
| Zhengwei Group Holdings Company Limited | Sourcing, processing and trading of dried delicacies, snacks, dried aquatic products, grains, seasonings and others | Main Board of the Stock Exchange (Stock code: 2147) | Independent non-executive director from December 2022 to February 2024 |
Mr. Lee was awarded the Bachelor of Economics from Macquarie University, Australia in April 1993. Mr. Lee was admitted as a Certified Practising Accountant of CPA Australia (formerly known as the Australian Society of Certified Practising Accountants) in June 1996 and a Certified Public Accountant of The Hong Kong Institute of Certified Public Accountants ("HKICPA") in October 1999. Mr. Lee is currently a Fellow Certified Practising Accountant of CPA Australia and a Fellow Certified Public Accountant of HKICPA.
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Lee 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. Lee 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 and a member of the audit committee of the Board, Nomination Committee and remuneration committee of the Board, Mr. Lee 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. Lee held no other directorships in any listed public companies in the last three years nor other major appointments or professional qualifications. Mr. Lee 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. Lee does not have any other interests in the securities of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Lee 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. LEUNG Yau Wan John (梁又楹)
Mr. LEUNG Yau Wan John (“Mr. Leung”), aged 65, has been an independent non-executive Director since 25 June 2018. He is responsible for supervising and providing independent judgment to our Board. Since January 2014, Mr. Leung has served as an executive director of Easternflair Investment & Development Group, where he is responsible for managing project developments and project finance. Additionally, Mr. Leung has been the managing director at JR Plus Capital Limited, since November 2015. Mr. Leung has over 15 years of experience in the PRC real estate industry. Before joining the Group, Mr. Leung served as the chief financial officer of listed real estate and commercial property development companies, including China Aoyuan Group Limited (Stock Exchange stock code: 3883) and South China Land Limited (currently known as South China Assets Holdings Limited delisted in March 2022 (Stock Exchange stock code: 8155)) between May 2010 and October 2013.
In addition, Mr. Leung served as the general manager of finance department (Eastern China) of K Wah Construction Materials (China) Limited and the group financial controller of SPG Land (Holdings) Limited (currently known as Greenland Hong Kong Holdings Limited (Stock Exchange stock code: 0337)) between June 2006 and May 2010 respectively. Previously, Mr. Leung had also served as the chief financial officer and company secretary of China Aoyuan Group Limited and the company secretary and authorized representative of South China Assets Holdings Limited. In addition, Mr. Leung was the chief executive officer of SMI Corporation Limited (currently known as SMI Holdings Group Limited, delisted in December 2020 (Stock Exchange stock code: 198)), from November 2005 to February 2006; the financial controller and deputy general manager of Beijing Oriental Plaza Co., Ltd., a commercial property development company, from July 2003 to May 2005; and the deputy general manager of the finance department of GD Holdings, an investment holding company, as well as the director and chief financial officer of Guangdong Assets Management Ltd. from July 2000 to May 2003. From July 2002 to May 2003, Mr. Leung was also the director and chief financial officer of Guangdong Alliance Ltd.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Since November 2019, Mr. Leung has been an independent non-executive director of Beng Soon Machinery Holdings Limited (Stock Exchange stock code: 1987). Since February 2020, Mr. Leung has been an independent non-executive director of E&P Global Holdings Limited (formerly known as Siberian Mining Group Company Limited) (Stock Exchange stock code: 1142). Mr. Leung obtained a Graduate Diploma in Law with merit in September 2021 and a Bachelor of Laws (Hons) with honours in July 2022 respectively from Oxford Brookes University, UK. He received a master’s degree of Accounting Studies from the University of New England, Australia in April 1994 and a master’s degree in Business Administration from the University of East Asia Macau (currently known as the University of Macau) in October 1988. In November 1995, Mr. Leung was admitted as a Certified Practising Accountant of the Australian Society of Certified Practicing Accountants (currently known as CPA Australia), and registered as a Certified Public Accountant with The Hong Kong Institute of Certified Public Accountants in February 1996. Additionally, he is a fellow of the Association of Taxation and Management Accountants, a founding member of the Hong Kong Business Accountants Association and a founding and life member of The Hong Kong Independent Non-Executive Director Association.
Mr. Leung 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. Leung 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 and a member of the audit committee of the Board, Nomination Committee and remuneration committee of the Board, Mr. Leung 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. Leung held no other directorships in any listed public companies in the last three years nor other major appointments or professional qualifications. Mr. Leung 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. Leung does not have any other interests in the securities of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, as at the Latest Practicable Date, there is no other information relating to Mr. Leung 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.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
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.
- SHARE CAPITAL
As at the Latest Practicable Date, the total number of issued Shares is 3,338,898,000 and the Company did not hold any Treasury Shares.
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 (excluding Treasury Shares, if any) as at the date of the Annual General Meeting.
- 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.
- 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.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
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 2024 in the event that the Share Repurchase Mandate is exercised in full.
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 HK$ | Lowest HK$ |
|---|---|---|
| 2024 | ||
| April | 0.065 | 0.040 |
| May | 0.145 | 0.046 |
| June | 0.108 | 0.060 |
| July | 0.089 | 0.055 |
| August | 0.071 | 0.045 |
| September | 0.104 | 0.043 |
| October | 0.320 | 0.066 |
| November | 0.100 | 0.059 |
| December | 0.081 | 0.056 |
| 2025 | ||
| January | 0.084 | 0.052 |
| February | 0.071 | 0.055 |
| March | 0.070 | 0.053 |
| April (up to the Latest Practicable Date) | 0.054 | 0.036 |
6. REPURCHASE MADE BY THE COMPANY
The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
7. 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.
The Company may cancel such repurchased Shares or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.
8. 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.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
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.
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NOTICE OF ANNUAL GENERAL MEETING
Rsun弘阳
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 Thursday, 26 June 2025 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
-
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 2024.
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(a) To re-elect Mr. Chen Bin as an executive director of the Company;
(b) To re-elect Ms. Hu Fang as an executive director of the Company;
(c) To re-elect Mr. Lee Kwok Tung Louis as an independent non-executive director of the Company; and
(d) To re-elect Mr. Leung Yau Wan John as an independent non-executive director of the Company.
-
To authorize the board of directors of the Company (the “Board”) to fix the remuneration of all directors of the Company (the “Directors”).
-
To re-appoint CCTH CPA Limited 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.
-
“THAT:
(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;
NOTICE OF ANNUAL GENERAL MEETING
(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 (excluding Treasury Shares (has the same meaning ascribed to it under the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), if any) of the Company as at the date of passing of this resolution (such total number to be 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
(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."
- "THAT:
(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 (including sale or transfer of Treasury Shares, if any), 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;
(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;
(c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted (including any sale or transfer of Treasury Shares, if any) by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the issue of shares which may be awarded under a share award scheme of the Company or 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
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NOTICE OF ANNUAL GENERAL MEETING
(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 (excluding Treasury Shares, if any) on the date of passing of this resolution (such total number to be 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
(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).
- “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 (including any sale or transfer of Treasury Shares, if any) 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 (excluding Treasury Shares, if any) as at the date of passing of this resolution (such total number to be 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, 29 April 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
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.
-
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, MUFG Corporate Markets Pty Limited (“MUFG Corporate Markets”) 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 Tuesday, 24 June 2025) 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.
-
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.
-
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.
-
The resolutions at the Annual General Meeting will be taken by poll pursuant to 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.
-
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 Monday, 23 June 2025 to Thursday, 26 June 2025, 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 MUFG Corporate Markets at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong not later than 4:30 p.m. on Friday, 20 June 2025.
- Treasury Shares, if any and registered under the name of the Company, shall have no voting rights as at the general meeting(s) of the Company. For the avoidance of doubt, solely from the perspective of the Listing Rules, the Company shall, upon depositing any Treasury Shares in CCASS, abstain from voting at any its general meeting(s) in relation to those shares.
As of the date of this notice, the executive Directors are Mr. Zeng Huansha, Mr. Chen Bin and Ms. Hu Fang; and the independent non-executive Directors are Mr. Lee Kwok Tung Louis, Mr. Leung Yau Wan John and Mr. Au Yeung Po Fung.
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