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Redsun Services Group Limited Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 Services 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 SERVICE
Redsun Services Group Limited
弘陽服務集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1971)
(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 Services Group Limited to be held at Room 2612, 26/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Thursday, 25 June 2026 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.rsunservice.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 Computershare, the branch share registrar of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting 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.
27 April 2026
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 ... 5 - CLOSURE OF REGISTER OF MEMBERS ... 6
- ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT ... 6
- RECOMMENDATION ... 7
- ADDITIONAL INFORMATION ... 7
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
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be held at Room 2612, 26/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Thursday, 25 June 2026 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 second 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 Services Group Limited (弘陽服務集團有限公司), 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: 1971)
“Computershare” Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong
“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
– 1 –
DEFINITIONS
"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 2026, 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
"Nomination Committee" the nomination committee of the Board
"PRC" the People's Republic of China
"Redsun Services Group (Holdings)" Redsun Services Group (Holdings) Limited (弘陽服務集團(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. Jia Hongbo, Ms. Wang Fen and Mr. Zhao Xianbo
"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
"%" per cent
- 2 -
LETTER FROM THE BOARD
RSUN SERVICE
Redsun Services Group Limited
弘陽服務集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1971)
Executive Directors:
Mr. JIA Hongbo (Chairman)
Mr. CHEN Yichun
Independent Non-executive Directors:
Ms. WANG Fen
Mr. LI Xiaohang
Mr. ZHAO Xianbo
Registered Office:
Offices of Walkers Corporate Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands
Principal Place of Business and
Head Office in the PRC:
25th Floor
Hong Yang Building
No. 9 Daqiao North Road
Pukou District, Nanjing
Jiangsu Province
the PRC
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
27 April 2026
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. Pursuant to Article 108(b) of the Articles of Association, any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment.
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) and Article 108(b) of the Articles of Association, Ms. Wang Fen and Mr. Zhao Xianbo shall retire from their offices as Directors at the Annual General Meeting. Ms. Wang Fen and Mr. Zhao Xianbo, being eligible, will offer themselves for re-election at the Annual General Meeting.
In accordance with Articles 112 of the Articles of Association, Mr. Jia Hongbo will hold office only until the Annual General Meeting and being eligible, will offer himself for re-election at the Annual General Meeting.
The details of Mr. Jia Hongbo, Ms. Wang Fen and Mr. Zhao Xianbo are set out in Appendix I to this circular.
In considering the re-election 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.
LETTER FROM THE BOARD
The Board, taking into account the above factors, as well as Mr. Jia Hongbo, Ms. Wang Fen and Mr. Zhao Xianbo 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 reelection 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 reelection 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 in the last annual general meeting held on 25 June 2025, 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 passing the resolutions; 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 passing the resolutions, 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. 41,500,000 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 (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. 83,000,000 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.
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 (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
To attend and vote at the Annual General Meeting
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, 22 June 2026 to Thursday, 25 June 2026, 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 Computershare at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 18 June 2026. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the Annual General Meeting will be Thursday, 25 June 2026.
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.rsunservice.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 Computershare, the branch share registrar of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Tuesday, 23 June 2026) 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.
LETTER FROM THE BOARD
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 Services Group Limited
Mr. Jia Hongbo
Chairman
- 7 -
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 DIRECTOR
Mr. Jia Hongbo (賈洪波先生)
Mr. Jia Hongbo (“Mr. Jia”), aged 43, has served as the chairman of the Board, an executive Director, an authorized representative and the chairman of the Nomination committee of the Group since 14 January 2026. He was appointed as the joint company secretary of the Company on 29 May 2024. Mr. Jia joined Hong Yang Group Company Limited, the controlling shareholder of the Company (“Hong Yang Group”), since September 2013 as the business assistant to the chairman of Hong Yang Group, and he has also held various positions of project manager, strategic investment director and operation director of Hong Yang Group. From 2016, Mr. Jia is a senior member of the listing office of Hong Yang Group and has internally assisted the joint company secretary in handling the initial public offering of Redsun Properties Group Limited (Stock Exchange stock code: 1996) and the Company, as well as the listing compliance matters, company secretarial matters and disclosure of information after their listing. Since 29 May 2024, he has been appointed as a joint company secretary of the Company and Redsun Properties Group Limited (Stock Exchange stock code: 1996). Mr. Jia is a senior engineer and registered first-class structure engineer. He obtained a master’s degree of engineering from Harbin Institute of Technology in the PRC in July 2006.
Prior to joining the Company, Mr. Jia served as the Director of Structure Department of Jiangsu Huake Construction Engineering Quality Testing Co., LTD. from February 2008 to September 2013, and was the Engineer of Structure Department of Jiangsu Testing Center For Quality Of Construction Engineering Co., LTD. from August 2006 to February 2008.
Mr. Jia has entered into a Director’s service contract (the “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. Pursuant to the Service Contract, Mr. Jia will not receive any Director’s fee in his capacity as an executive Director. It 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 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 Latest Practicable Date, Mr. Jia (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.
– I-1 –
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
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.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Ms. Wang Fen (王畲女士)
Ms. Wang Fen (“Ms. Wang”), aged 59, was appointed as an independent non-executive Director on 12 June 2020. She is primarily responsible for providing independent advice on the operations and management of our Group.
Ms. Wang was the independent Director of Guirenniao Co., Ltd. (貴人鳥股份有限公司) (Shanghai Stock Exchange stock code: 603555) from May 2017 to December 2020. She was an assistant professor of the School of Management and Economics of Beijing Institute of Technology (北京理工大學) since July 2001. She was also the human resources director and principal of Haidilao University of Sichuan Haidilao Catering Corporation Ltd. (四川海底撈餐飲股份有限公司) from November 2007 to December 2012, where she was mainly responsible for the planning of human resources development and the operational management of Haidilao University.
Ms. Wang has been the management consultant of various companies since 2013, including Beijing Jiangnan Green Tea Catering Co., Ltd. (北京江南綠茶餐飲有限公司), Jingruan Beauty Management Co., Ltd. (靜璐美容管理有限公司) and Beijing Hongying Times Educational Technology Co., Ltd (北京紅瓔時代教育科技有限公司). She has many years of experience in business management. Ms. Wang obtained a bachelor degree in management engineering from Beijing Institute of Technology in the PRC in July 1988. She later obtained a master degree in management engineering from Shanghai Jiao Tong University (上海交通大學) in the PRC in March 1995, and a doctor degree in management science and engineering from Beijing Institute of Technology in the PRC in July 2005.
Ms. Wang entered into a letter of appointment with the Company for a term of three years, subject to retirement from office and re-election at the general meetings of the Company in accordance with the Articles of Association. Pursuant to the letter of appointment, Ms. Wang will receive an annual Director’s emolument of RMB200,000 in her capacity as an independent non-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 management bonus and other benefits as determined by the Board at its discretion from time to time.
Save as disclosed above, Ms. Wang held no other directorships in any listed public companies in the last three years. Ms. Wang does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Wang 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 Ms. Wang that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and no other matter in relation to her proposed re-election that needs to be brought to the attention of the Shareholders.
- I-2 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Zhao Xianbo (趙現彼先生)
Mr. Zhao Xianbo (“Mr. Zhao”), aged 45, has been appointed as an independent non-executive Director, the chairman of the audit committee of the Board and a member of the nomination committee and the remuneration committee of the Board respectively on 23 December 2021. Mr. Zhao is a member of each of the Chinese Institute of Certified Public Accountants (CICPA), the Institute of Public Accountants (IPA), Australia, and the Institute of Financial Accountants (IFA), the United Kingdom. He holds a bachelor’s degree in Economics from Qingdao University in Shandong, China. Mr. Zhao has been a partner of ShingWing LLP since November 2019. Mr. Zhao has also worked at other accounting firms including Ruihua Certified Public Accountants LLP, Grant Thornton LLP and PanChina Certified Public Accountants LLP. He has been an independent director of Shanghai Tongling Automotive Technologies, Inc. (Tongling Technologies) since August 2022. Mr. Zhao has approximately 20 years of working experience in the industry of finance and auditing and possesses extensive experience in finance and auditing.
Mr. Zhao entered into a letter of appointment 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. Pursuant to the letter of appointment, Mr. Zhao will receive an annual Director’s emolument of RMB200,000 in his capacity as an independent non-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.
Save as disclosed above, Mr. Zhao held no other directorships in any listed public companies in the last three years. Mr. Zhao 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. Zhao 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. Zhao 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-3 -
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 415,000,000 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 415,000,000 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 41,500,000 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.
- 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 2025 in the event that the Share Repurchase Mandate is exercised in full.
- II-1 -
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
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$ |
|---|---|---|
| 2025 | ||
| April | 0.470 | 0.365 |
| May | 0.395 | 0.340 |
| June | 0.425 | 0.275 |
| July | 0.445 | 0.315 |
| August | 0.400 | 0.340 |
| September | 0.400 | 0.360 |
| October | 0.480 | 0.248 |
| November | 0.425 | 0.360 |
| December | 0.415 | 0.385 |
| 2026 | ||
| January | 0.420 | 0.330 |
| February | 0.390 | 0.340 |
| March | 0.380 | 0.290 |
| April (up to the Latest Practicable Date) | 0.380 | 0.320 |
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.
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 exercised.
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.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
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 disclosed in the announcement of the Company dated 23 October 2025, the Board was informed that, on 21 October 2025, GLAS Agency (Hong Kong) Limited (formerly known as Serica Agency Limited) (the “Pledgee”) has purportedly taken action to enforce the security interest in a total of 301,994,000 ordinary shares in the issued share capital of the Company (the “Pledged Shares”) pledged by the Controlling Shareholder to the Pledgee, and appointed Wong Wing Sze Tiffany and Edward Simon Middleton (the “Receivers”) as the joint and several receivers and managers over the Pledged Shares. As at the Latest Practicable Date, based on information available to the Company, of these 301,994,000 Pledged Shares (which represent approximately 72.77% of the total issued share capital of the Company), 285,000,000 Shares are registered in the joint names of the Receivers and the remaining 16,994,000 shares are held in Central Clearing and Settlement System.
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 41,500,000 Shares (being 10% of the issued share capital of the Company based on the aforesaid assumptions). The percentage shareholding of the controlling shareholder will increase from approximately 72.77% to approximately 80.86% 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.
- II-3 -
NOTICE OF ANNUAL GENERAL MEETING
RSUNSERVICE
Redsun Services Group Limited
弘陽服務集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1971)
NOTICE IS HEREBY GIVEN that an annual general meeting (the “Annual General Meeting”) of Redsun Services Group Limited (the “Company”) will be held at Room 2612, 26/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Thursday, 25 June 2026 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
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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 2025.
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(a) To re-elect Mr. Jia Hongbo as an executive director of the Company;
(b) To re-elect Ms. Wang Fen as an independent non-executive director of the Company; and
(c) To re-elect Mr. Zhao Xianbo as an independent non-executive director of the Company.
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To authorize the board of directors of the Company (the “Board”) to fix the remuneration of all directors of the Company (the “Directors”).
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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.
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“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 of the Company (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) 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
(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 a 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
– N-2 –
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 (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 a 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 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 (subject to adjustment in the case of subdivision and consolidation of the shares of the Company).”
By Order of the Board
Redsun Services Group Limited
Mr. Jia Hongbo
Chairman
Hong Kong, 27 April 2026
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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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.
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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, Computershare Hong Kong Investor Services Limited (“Computershare”) at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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, 23 June 2026) 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.
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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.
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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.
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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.rsunservice.hk) in accordance with the Listing Rules.
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The register of members of the Company will be closed from Monday, 22 June 2026 to Thursday, 25 June 2026, both days inclusive for determining the eligibility to attend and vote at the Annual General Meeting. 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 Computershare at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 18 June 2026. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the Annual General Meeting will be Thursday, 25 June 2026.
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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, Mr. Jia Hongbo and Mr. Chen Yichun are the executive Directors; and Ms. Wang Fen, Mr. Li Xiaohang and Mr. Zhao Xianbo are the independent non-executive Directors.
– N-4 –