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Risecomm Group Holdings Limited Proxy Solicitation & Information Statement 2025
50085_rns_2025-04-25_095e599c-57f3-4f89-b620-040b92bfb416.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 stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Risecomm Group Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
RISECOMM
瑞斯康
RISECOMM GROUP HOLDINGS LIMITED
瑞斯康集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1679)
PROPOSED RE-ELECTION OF RETIRING DIRECTORS; PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES; AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Risecomm Group Holdings Limited to be held at Units 5906-12, 59/F, The Center, 99 Queen's Road Central, Hong Kong on Friday, 20 June 2025 at 11:00 a.m. (and at any adjournment thereof) is set out on pages 19 to 23 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.risecomm.com.cn).
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 11:00 a.m. on Wednesday, 18 June 2025) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof if they so wish and in such event, the proxy form shall deemed to be revoked.
References to time and dates in this circular are to Hong Kong time and dates.
28 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 3
- Proposed Re-election of Retiring Directors 4
- Proposed Granting of General Mandate to Repurchase Shares 4
- Proposed Granting of General Mandate to Issue Shares 5
- Extension of the Share Issue Mandate 6
- Annual General Meeting and Proxy Arrangement 6
- Recommendation 7
Appendix I — Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting 8
Appendix II — Explanatory Statement on the Share Repurchase Mandate 14
Notice of Annual General Meeting 19
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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 Units 5906–12, 59/F, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 20 June 2025 at 11:00 a.m. (and at any adjournment thereof), to consider and, if appropriate, to approve the resolutions contained in the notice of the annual general meeting which is set out on pages 19 to 23 of this circular
“Articles” the second amended and restated articles of association of the Company (as amended from time to time)
“Board” the board of Directors
“CCASS” Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company
“Company” Risecomm Group Holdings Limited 瑞斯康集團控股有限公司, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)” the director(s) of the Company
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue or deal with additional new Shares (including any sale and transfer of Treasury Shares) of not exceeding 20% of the aggregate number of Shares (excluding Treasure Shares) in issue as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 19 to 23 of this circular
“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
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DEFINITIONS
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
"Memorandum"
the second amended and restated memorandum of association of the Company (as amended from time to time)
"Nomination Committee"
the nomination committee of the Company
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of HK$0.001 each in the issued capital of the Company
"Share Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the aggregate number of Shares (excluding Treasure Shares, if any) in issue as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting as set out on pages 19 to 23 of this circular
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong (as amended from time to time)
"Treasury Shares"
has the meaning ascribed thereto under the Listing Rules
"%"
per cent
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LETTER FROM THE BOARD
RISECOMM
瑞斯康
RISECOMM GROUP HOLDINGS LIMITED
瑞斯康集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1679)
Executive Directors:
Zhao Luyi (Chairman)
Jiang Feng
Tsang Wah Tak, Brian
Non-executive Directors:
Yu Lu
Ding Zhigang
Guo Lei
Independent Non-executive Directors:
Victor Yang
Lo Wan Man
Zou Heqiang
Registered Office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principal Place of Business in Hong Kong:
Units 4004-5
40th Floor
Cosco Tower
183 Queen's Road Central
Hong Kong
28 April 2025
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS; PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES; AND NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 20 June 2025.
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
Pursuant to Article 84(1) of the Articles, Mr. Jiang Feng, Mr. Ding Zhigang and Mr. Victor Yang will retire at the forthcoming annual general meeting. All of the above retiring Directors, being eligible, will offer themselves for re-election at the forthcoming annual general meeting.
Pursuant to Article 83(3) of the Articles, Ms. Zhao Luyi (who has been appointed as an executive Director by the Board on 28 June 2024) and Mr. Tsang Wah Tak, Brian (who has been appointed as an executive Director by the Board on 28 June 2024) shall hold office until the Annual General Meeting. All of the above additional retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy and the Company's corporate strategy.
Mr. Victor Yang has confirmed his independence with regard to the independent criteria under Rule 3.13 of the Listing Rules. Mr. Victor Yang has not served the Company as independent non-executive Director for more than nine years and he does not serve in seven or more listed companies in Hong Kong as directors. The Nomination Committee has reviewed and assessed the independence of Mr. Victor Yang based on the annual confirmation of independence provided by him. The Nomination Committee was satisfied that Mr. Yang was independent.
The Company has in place a nomination policy which sets out, inter alia, the selection criteria (the "Criteria") and the evaluation procedures in nominating candidates to be appointed or re-appointed as Directors. The re-appointment of each of Ms. Zhao Luyi, Mr. Tsang Wah Tak, Brian, Mr. Jiang Feng, Mr. Ding Zhigang and Mr. Victor Yang was recommended by the Nomination Committee, and the Board has accepted the recommendations following a review of their overall contribution and service to the Company including their attendance of Board meetings and general meeting, the level of participation and performance on the Board, and whether they continue to satisfy the Criteria.
Mr. Victor Yang has been serving as the independent non-executive Directors of the Company since 5 June 2023. Taking into consideration of Mr. Victor Yang's valuable contributions, impartiality and independent judgment demonstrated at meetings of the Board and various Board committees and his respective contributions to the Board in the past, the Board is satisfied that Mr. Yang has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director. Mr. Victor Yang, who is an experienced lawyer qualified in various jurisdictions, will continue to bring a wide range of insights and expertise to the Board and enrich the diversity of the Board.
LETTER FROM THE BOARD
Details of the retiring Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company held on 20 June 2024, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the aggregate number of Shares (excluding Treasury Shares, if any) in issue as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting as set out on pages 19 to 23 (i.e. a total of 25,572,886 Shares on the basis that the existing number of Shares in issue (i.e. a total of 255,728,860 Shares as at the Latest Practicable Date) remains unchanged as at the date of the Annual General Meeting). The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Repurchase Mandate.
The Share Repurchase Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting as set out on pages 19 to 23 of this circular.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the proposed resolution in respect of the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.
4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 21 June 2024, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issue Mandate to the Directors to exercise all the powers of the Company to allot, issue or deal with additional new Shares (including any sale and transfer of Treasury Shares) of not exceeding 20% of the aggregate number of Shares (excluding Treasury Shares, if any) in issue as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 19 to 23 of this circular (i.e. a total of 51,145,772 Shares on the basis that the existing number of Shares in issue (i.e. a total of 255,728,860 Shares as at the Latest Practicable Date) remains unchanged as at the date of the Annual General Meeting). An ordinary resolution to extend the Issue Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting.
LETTER FROM THE BOARD
The Issue Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 19 to 23 of this circular.
The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issue Mandate.
5. EXTENSION OF THE SHARE ISSUE MANDATE
Conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening the Annual General Meeting (the “Notice”), the general mandate referred to in the resolution set out in item 5 of the Notice shall be extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in the resolution set out in item 4 of the Notice, provided that such number shall not exceed 10% of the total number of issued shares of the Company (excluding Treasury Shares, if any) on the date of the passing of such resolution.
6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 19 to 23 of this circular.
Pursuant to the Listing Rules and the Articles, any vote of Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.risecomm.com.cn). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 11 a.m. on Wednesday, 18 June 2025 or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish and in such event, your proxy form shall deemed to be revoked.
LETTER FROM THE BOARD
7. RECOMMENDATION
The Directors consider that the ordinary resolutions to be proposed at the Annual General Meeting are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board
Zhao Luyi
Chairman and Executive Director
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APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
(1) Zhao Luyi (趙露憶), (“Ms. Zhao”), aged 37, was appointed as an executive Director and the chairman of the Board on 28 June 2024. She is also a member of Remuneration Committee and Nomination Committee of the Company. Ms. Zhao possesses rich experience in investment and management. From 2009 to 2012, Ms. Zhao was a project manager in EV Capital Pte. Ltd., which was engaged in management consultancy services and corporate finance advisory services in Singapore. From 2012 to 2014, Ms. Zhao was the investment director of Shanghai Halo Capital, which was engaged in investment fund management and advisory services. Since 2014, Ms. Zhao acted as an executive director of Ho Hau Financial Leasing (Shanghai) Co. Limited (和厚融資租賃(上海)有限公司). Since 2015, she also acted as an executive director of Shanghai IHOME Investment Development Co. Limited (上海愛弘投資發展有限公司). Ms. Zhao has a master degree in finance.
On 28 June 2024, Ms. Zhao was appointed as a director of each of Risecomm HK, Risecomm HK Technology, Old Cayman, Harvest Year Global Limited and Prime Key Holdings Limited, and as a general manager of Risecomm (HK), subsequent to the resignation of Ms. Guo from such positions on the same day.
Ms. Zhao entered into a service agreement with the Company for an initial term of service of three years commencing from 28 June 2024, and the term of her service agreement shall be renewed and extended automatically for successive terms of one year upon expiry of the then current term, until terminated either by Ms. Zhao by giving not less than three months’ written notice expiring at the end of the initial term of her appointment or any time thereafter to the Company, or by the Company by giving not less than three months’ written notice expiring at the first anniversary of the initial term of her appointment or any time thereafter to her. Ms. Zhao is subject to retirement by rotation and re-election in accordance with the Listing Rules and the Articles. Ms. Zhao is entitled to receive a director’s fee of HK$120,000 per annum. A discretionary bonus equals to one month’s salary is payable to Ms. Zhao in the month preceding the Chinese New Year. In every financial year of the Company, the Board may at its discretion decide to distribute a special annual bonus to Ms. Zhao. The timing, terms and amount of such distribution shall all be determined at the discretion of the Board. If the Board decides to distribute such special annual bonus, the amount shall be calculated based on a percentage of net profit stated in the Group’s latest audited consolidated account. The above “net profit” represents the Group’s net profit less taxation and non-recurring expenses for the financial year (the “Consolidated Net Profit”). The total amount of special annual bonus payable to all of the Directors in each financial year of the Company shall not exceed 10% of the Consolidated Net Profit of the previous financial year of the Company. The above
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APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
emoluments of Ms. Zhao have been determined with reference to her duties and responsibilities as well as the prevailing market conditions and are subject to revision in the future by the decision of the Board based on the recommendation of the remuneration committee of the Company.
As at the Latest Practicable Date, Ms. Zhao was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO. She does not have any relationship with any Directors, senior management, or substantial or controlling shareholder (as defined in the Listing Rules) of the Company.
Save as disclosed above, Ms. Zhao does not hold any position with the other members of the Group. She did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
(2) Mr. Brian Wah Tak Tsang (曾華德), (“Mr. Tsang”) aged 41, was appointed as an executive Director on 28 June 2024. Mr. Tsang possesses over 15 years of experience in the fields of insurance, financial services and management. From 2008 to 2011, Mr. Tsang worked as financial advisor in CBS Insurance Inc. He further acted as financial advisor for Affinity Financial Services Inc. since 2012. He is also currently an executive director of Enrich Developments which is engaged in real estate development in Canada. Mr. Tsang achieved a qualifying member of the Million Dollar Round Table from 2014 to 2016, and became a member of the Top of the Table in 2021. Mr. Tsang is a licensed person authorized by the Insurance Council of British Columbia to carry on insurance business.
Mr. Tsang entered into a service agreement with the Company for an initial term of service of three years commencing from 28 June 2024, and the term of his service agreement shall be renewed and extended automatically for successive terms of one year upon expiry of the then current term, until terminated either by Mr. Tsang by giving not less than three months’ written notice expiring at the end of the initial term of his appointment or any time thereafter to the Company, or by the Company by giving not less than three months’ written notice expiring at the first anniversary of the initial term of his appointment or any time thereafter to him. Mr. Tsang is subject to retirement by rotation and re-election in accordance with the Listing Rules and the Articles. Mr. Tsang is entitled to receive a director’s fee of HK$120,000 per annum. A discretionary bonus equals to one month’s salary is payable to Mr. Tsang in the month preceding the Chinese New Year. In every financial year of the Company, the Board may at its discretion decide to distribute a special annual bonus to Mr. Tsang. The timing, terms and amount of such distribution shall all be determined at the discretion of the Board. If the Board decides to distribute such special annual bonus, the amount shall be calculated based on a percentage of net profit stated in the Group’s latest audited consolidated account. The above “net
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APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
profit” represents the Group’s Consolidated Net Profit. The total amount of special annual bonus payable to all of the Directors in each financial year of the Company shall not exceed 10% of the Consolidated Net Profit of the previous financial year of the Company. The above emoluments of Mr. Tsang have been determined with reference to his duties and responsibilities as well as the prevailing market conditions and are subject to revision in the future by the decision of the Board based on the recommendation of the remuneration committee of the Company.
As at the Latest Practicable Date, Mr. Tsang was interested in 1,315,000 Shares, representing approximately 0.51% of the entire issued share capital of the Company. Save as disclosed above, Mr. Tsang was not interested or deemed to be interested in any other shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO. He does not have any relationship with any Directors, senior management, or substantial or controlling shareholder (as defined in the Listing Rules) of the Company.
Save as disclosed above, Mr. Tsang does not hold any position with the other members of the Group. He did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
(3) Mr. Jiang Feng (江峰) (“Mr. Jiang”), aged 51, was appointed as an executive Director on 19 April 2021.
Mr. Jiang has extensive experience in sales and sales management. He has over 27 years of working experience in petroleum and petrochemical industries. He obtained a bachelor’s degree in Exploration Geophysics from Jianghan Petroleum Institute* (江漢石油學院) (currently known as Yangtze University (長江大學)) in June 1994 and obtained a master’s degree of Business Administration from Communication University of China (中國傳媒大學) in July 2014.
Mr. Jiang is the sales director of Beijing Hongteng Weitong Technology Co., Ltd (北京鴻騰偉通科技有限公司), which is one of the subsidiaries of the Company.
Mr. Jiang entered into a service contract with the Company for an initial term of three years from April 19, 2021, and the term of the service contract shall be renewed and extended automatically for successive terms of one year upon expiry of the then current term, until terminated either by Mr. Jiang by giving not less than three months’ written notice expiring at the end of the initial term of his appointment or any time thereafter to the Company, or by the Company by giving not less than three months’ written notice expiring at the first anniversary of the initial term of his appointment or any time thereafter to him. Mr. Jiang is subject to retirement by rotation and re-election in accordance with the Listing Rules and the Articles. Mr. Jiang is entitled to receive a
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APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
director's fee of HK$10,000 per month. A discretionary bonus equals to one month's salary is payable to Mr. Jiang in the month preceding the Chinese New Year. In every financial year of the Company, the Board may at its discretion decide to distribute a special annual bonus to Mr. Jiang. The timing, terms and amount of such distribution shall all be determined at the discretion of the Board. If the Board decides to distribute such special annual bonus, the amount shall be calculated based on a percentage of net profit stated in the Group's latest audited consolidated account. The above "net profit" represents the Consolidated Net Profit. The total amount of special annual bonus payable to all of the Directors in each financial year of the Company shall not exceed 10% of the Consolidated Net Profit of the previous financial year of the Company. The above emoluments of Mr. Jiang have been determined with reference to his duties and responsibilities as well as the prevailing market conditions and are subject to revision in the future by the decision of the Board based on the recommendation of the remuneration committee of the Company.
As at the Latest Practicable Date, Mr. Jiang was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO. He does not have any relationship with any Directors, senior management, or substantial or controlling shareholder (as defined in the Listing Rules) of the Company.
Save as disclosed above, Mr. Jiang does not hold any position with the other members of the Group. He did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
(4) Mr. Ding Zhigang (丁志鋼) ("Mr. Ding"), aged 64, was appointed as a non-executive Director on 13 January 2022, Mr. Ding obtained a bachelor of laws degree in economic law from China University of Political Science and Law (中國政法大學) in July 1986. He then obtained a master's degree of monetary banking from Chinese Academy of Social Sciences (中國社會科學院) in November 1998. Mr. Ding is a lawyer of the People's Republic of China, and he also has extensive experience in investment.
Mr. Ding entered into a letter of appointment with the Company for an initial term of service of three years commencing from January 13, 2022. Either the Company or Mr. Ding may give a three months' written notice to the other party for early termination of appointment. He is subject to retirement by rotation and re-election in accordance with the Listing Rules and the Articles. Mr. Ding is entitled to receive a director's fee of HK$120,000 per annum which is subject to review by the Board or its delegated committee with reference to his duties and responsibilities as well as the prevailing market conditions. Save for director's fees, Mr. Ding is not expected to receive any other remuneration for holding his office as a non-executive Director.
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APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
As at the Latest Practicable Date, Mr. Ding was interested in 19,670,092 Shares, representing approximately 7.69% of the entire issued share capital of the Company. Save as disclosed above, Mr. Ding was not interested or deemed to be interested in any other shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO. He does not have any relationship with any Directors, senior management, or substantial or controlling shareholder (as defined in the Listing Rules) of the Company.
Save as disclosed above, Mr. Ding does not hold any position with the other members of the Group and he did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
(5) Mr. Victor Yang (楊岳明) (“Mr. Yang”), aged 79, has been appointed as the independent non-executive Director on 5 June 2024. In addition, Mr. Yang is also the chairman of remuneration committee of the Company, a member of audit committee and nomination committee of the Company.
Mr. Yang obtained a Juris Doctorate degree from University of British Columbia in Canada in May 1970. Mr. Yang obtained his bachelor degree in commerce from University of British Columbia in Canada in November 1972. Mr. Yang has over 50 years of experience in legal practice primarily in the areas of corporate finance, commercial law, mergers, acquisitions and private wealth. Mr. Yang is a qualified lawyer in Hong Kong, British Columbia, Canada and the United Kingdom. Mr. Yang is presently a governor of the Canadian Chambers of Commerce in Hong Kong. He is also a member of the University of British Columbia, Canada, Dean of Law’s Council of Advisors, since 2010.
Mr. Yang was one of the founders of Boughton Peterson Yang Anderson (“BPYA”) and served as a managing partner from July 1996 to March 2015. Mr. Yang’s partnership was continued under the name of Zhong Lun Law Firms in March 2015, when BPYA changed its name to Zhong Lun Law Firm, and he continues to be a managing partner till March 2017 and remained as a partner till June 2019. In June 2019, Mr. Yang joined Yang Chan & Jamison LLP, a member firm of the Deloitte Legal network, as a managing partner until February 2023. After resigning from Yang Chan & Jamison LLP by the end of February 2023, Mr. Yang set up a new law firm Yang & Yang Solicitors LLP. (now known as YYC Legal LLP) which commenced business on 14 April 2023.
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APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
From January 2007 to August 2015, Mr. Yang was an independent non-executive director of China Agri-Industries Holdings Limited (stock code: 606), a company previously listed on the Stock Exchange. From July 2007 to August 2019, Mr. Yang was an independent non-executive director of Playmates Toys Limited (stock code: 869), a company listed on the Stock Exchange, primarily engaged in design, development, and distribution of toys and family products. From April 2008 to July 2019, Mr. Yang was an independent non-executive director of Singamas Container Holdings Limited (stock code: 716), a company listed on the Stock Exchange, primarily engaged in the business of manufacturing of containers and providing logistics services. From April 2014 to August 2019, Mr. Yang was an independent non-executive director of One Media Group Limited (stock code: 426), a company listed on the Stock Exchange, primarily engaged in media business in Hong Kong. From May 2015 to January 2016, Mr. Yang was an independent non-executive director of China Hanking Holdings Limited (stock code: 3788), a company listed on the Stock Exchange, primarily engaged in iron ore mining.
Mr. Yang entered into a letter of appointment with the Company for an initial term of service of three years commencing from 5 June 2023 unless terminated by either the Company or Mr. Yang giving not less than three months' prior written notice. Mr. Yang is subject to retirement by rotation and re-election in accordance with the Listing Rules and the Articles. As specified in his letter of appointment with the Company, Mr. Yang is entitled to receive a director's fee of HK$240,000 per annum, which is subject to review by the Board or its delegated committee with reference to his duties and responsibilities as well as the prevailing market conditions.
As at the Latest Practicable Date, Mr. Yang was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO. He does not have any relationship with any Directors, senior management, or substantial or controlling shareholder (as defined in the Listing Rules) of the Company.
Save as disclosed above, Mr. Yang does not hold any position with the other members of the Group. He did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
GENERAL
As far as the Directors are aware and save as disclosed above, there is no information of any of the above Directors that need to be disclosed pursuant to any of the requirements under paragraph 13.51(2) of the Listing Rules; and there are no other matters concerning any of the above Directors that need 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 the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 255,728,860 Shares.
Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that the existing number of Shares in issue (i.e. a total of 255,728,860 Shares as at the Latest Practicable Date) remains unchanged as at the date of the Annual General Meeting, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 25,572,886 Shares, representing approximately 10% of the total number of Shares (excluding Treasury Shares, if any) in issue as at the date of the Annual General Meeting.
- REASONS FOR SHARE REPURCHASE
The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders.
Repurchase of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
- FUNDING OF SHARE REPURCHASE
The Company may only apply funds legally available for share repurchase in accordance with its Memorandum and Articles, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
4. IMPACT OF SHARE REPURCHASE
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 latest published audited accounts contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024/4 | 0.600 | 0.410 |
| 2024/5 | 0.600 | 0.415 |
| 2024/6 | 0.480 | 0.395 |
| 2024/7 | 0.410 | 0.260 |
| 2024/8 | 0.325 | 0.270 |
| 2024/9 | 0.305 | 0.220 |
| 2024/10 | 0.260 | 0.227 |
| 2024/11 | 0.255 | 0.200 |
| 2024/12 | 0.200 | 0.166 |
| 2025/1 | 0.180 | 0.169 |
| 2025/2 | 0.170 | 0.065 |
| 2025/3 | 0.179 | 0.105 |
| 2025/4 (up to the Latest Practicable Date) | 0.139 | 0.106 |
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
The Company confirms that neither this explanatory statement nor the proposed share repurchase has any unusual features.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
7. TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
On the basis of the respective shareholding held by each of the substantial Shareholders as at the Latest Practicable Date set out below, a mandatory offer under Rule 26 of the Takeovers Code will not arise as a result of the exercise in full of the Share Repurchase Mandate.
| Name of Shareholders | Number of Shares | Approximate percentage of existing shareholding | Approximate percentage of shareholding if the Repurchase Mandate is exercised in full |
|---|---|---|---|
| Mr. Yu Lu | 17,252,250 | 6.75% | 7.50% |
| Mr. Ding Zhigang | 19,670,092 | 7.69% | 8.55% |
| Ms. Liu Beibei | 33,772,112 | 13.21% | 14.67% |
| Mr. Ning Jun | 20,280,000 | 7.93% | 8.81% |
| Ms. Fu Xiaoqin | 33,000,000 | 12.90% | 14.34% |
| XinDaXin Group Company Limited (“XinDaXin”) (Note 1) | 17,940,000 | 7.02% | 7.79% |
| Mr. Wu Yueshi (Note 1) | 17,940,000 | 7.02% | 7.79% |
| Sliver Castle International Limited (Note 1) | 17,940,000 | 7.02% | 7.79% |
Note:
1. XinDaXin is a company incorporated in Hong Kong with limited liability. XinDaXin is wholly owned by Silver Castle International Limited, a company incorporated in BVI with limited liability. Silver Castle International Limited is wholly owned by Mr. Wu Yueshi. By virtue of the SFO, Silver Castle International Limited and Mr. Wu Yueshi are deemed to be interested in the Shares in which XinDaXin is interested.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
8. SHARE REPURCHASE MADE BY THE COMPANY
During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
9. TREASURY SHARES
For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those Shares were registered in the Company's own name as Treasury Shares, which may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will 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 relevant dividends or distributions.
If the Company undertakes Share repurchase, the Company may (i) cancel the repurchased Shares; and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made.
NOTICE OF ANNUAL GENERAL MEETING
RISECOMM
瑞斯康
RISECOMM GROUP HOLDINGS LIMITED
瑞斯康集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1679)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of Risecomm Group Holdings Limited (the "Company") will be held at Units 5906–12, 59/F, The Center, 99 Queen's Road Central, Hong Kong on Friday, 20 June 2025 at 11 a.m. (and at any adjournment thereof) for the following purposes:
ORDINARY RESOLUTIONS
-
To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor of the Company for the year ended 31 December 2024;
-
To consider and approve, each as a separate resolution, if thought fit, the following resolution:
(a) to re-elect Ms. Zhao Luyi as executive director of the Company;
(b) to re-elect Mr. Tsang Wah Tak, Brian as executive director of the Company;
(c) to re-elect Mr. Jiang Feng as executive director of the Company;
(d) to re-elect Mr. Ding Zhigang as non-executive director of the Company;
(e) to re-elect Mr. Victor Yang as independent non-executive director of the Company; and
(f) to authorize the board of directors of the Company to fix the directors' remuneration;
-
To re-appoint SHINEWING (HK) CPA Limited as auditor of the Company and to authorize the board of directors of the Company to fix their remuneration;
-
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange recognized by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and is hereby generally and unconditionally approved;
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of shares of the Company (excluding treasury shares of the Company (the “Treasury Shares”) if any) in issue as at the date of passing of this resolution and the said approval shall be limited accordingly, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of shares of the Company in issue at the date immediately before and after such consolidation or subdivision shall be the same; 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 or the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meetings.”
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares (including any sale and transfer of Treasury Shares) in the Company and to make or grant offers, agreements and options which might require the exercise of such powers during and after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations be and is hereby generally and unconditionally approved;
(b) the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers during or after the end of the Relevant Period;
(c) the aggregate number of shares of the Company (excluding Treasury Shares, if any) allotted and issued or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined in paragraph (d) below);
(ii) the exercise of options under all share option scheme of the Company; and
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the total number of shares of the Company in issue as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of shares of the Company in issue at the date immediately before and after such consolidation or subdivision shall be the same; and
- 21 -
NOTICE OF ANNUAL GENERAL MEETING
(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws or the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meetings.
“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register of members of the Company 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 of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
(e) Any reference to an allotment, issue, grant, offer or disposal of shares shall include the sale or transfer of Treasury Shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of the number of shares of the Company repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares of the Company shall not exceed 10% of the total number of issued shares (excluding Treasury Shares, if any) of the Company as at the date of passing of this resolution.”
By Order of the Board
Risecomm Group Holdings Limited
Zhao Luyi
Chairman and Executive Director
Hong Kong, 28 April 2025
Notes:
-
All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
-
Any shareholder who is the holder of two or more shares of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint more than one proxy to represent him and vote on behalf of him. A proxy need not be a shareholder of the Company.
-
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 11 a.m. on Wednesday, 18 June 2025) or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 17 June 2025 to Friday, 20 June 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 16 June 2025.
-
References to time and dates in this notice are to Hong Kong time and dates.