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Seazen Group Limited — Proxy Solicitation & Information Statement 2026
Mar 29, 2026
49637_rns_2026-03-29_3e67127f-76bb-4cde-95aa-6ba355bb05fc.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Seazen Group Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.
seazen
新城发展
SEAZEN GROUP LIMITED
新城發展控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1030)
PROPOSALS FOR GENERAL MANDATES
TO ISSUE SHARES AND REPURCHASE SHARES;
RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
WHO HAS SERVED FOR MORE THAN NINE YEARS;
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Seazen Group Limited to be held at 10:00 a.m. on Friday, 8 May 2026 at Room 201, 2/F, Seazen Holdings Tower B, No. 5, Lane 388, Zhongjiang Road, Putuo District, Shanghai, PRC is set out on pages 16 to 21 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 The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.seazengroup.com.cn. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, 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 holding of the Annual General Meeting (i.e. before 10:00 a.m. on Wednesday, 6 May 2026) or any adjournment thereof. 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.
30 March 2026
CONTENTS
Page
Definitions 1
Letter from the Board 4
- Introduction 4
- Issue Mandate 5
- Repurchase Mandate 5
- Re-election of Retiring Directors and Continuous Appointment of Independent Non-executive Director Who Has Served for More Than Nine Years 6
- Notice of Annual General Meeting 7
- Form of Proxy 7
- Voting by Poll 7
- Closure of Transfer Books and Register of Members 8
- Responsibility Statement 8
- Recommendation 8
APPENDIX I - DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION 9
APPENDIX II - EXPLANATORY STATEMENT 11
APPENDIX III - NOTICE OF ANNUAL GENERAL MEETING 16
-i-
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:
"Annual General Meeting" the annual general meeting of the Company to be held at 10:00 a.m on Friday, 8 May 2026 at Room 201, 2/F, Seazen Holdings Tower B, No. 5, Lane 388, Zhongjiang Road, Putuo District, Shanghai, PRC, or any adjournment thereof
"Articles of Association" the articles of association of the Company, as originally adopted or as from time to time altered in accordance with the Companies Act
"Audit Committee" the audit committee of the Company
"Board" the board of Directors
"CCASS" the Central Clearing and Settlement System established and operated by HKSCC
"Companies Act" the Companies Act, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
"Company" Seazen Group Limited (新城發展控股有限公司), an exempted company incorporated on 23 April 2010 with limited liability under the laws of the Cayman Islands, with its Shares listed on the main board of the Stock Exchange (Stock Code: 1030)
"Director(s)" the director(s) of the Company
"ESG Committee" the environmental, social and governance committee of the Company
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollar, the lawful currency of Hong Kong
"HKSCC" Hong Kong Securities Clearing Company Limited, including, where the context so requires, its agents, nominees, representatives, officers and employees
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
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DEFINITIONS
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with the Shares (including any sale or transfer of treasury shares out of treasury) not exceeding 20 per cent of the number of issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting the Issue Mandate
"Latest Practicable Date"
20 March 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"Memorandum"
the memorandum of association of the Company, as originally adopted or as from time to time altered in accordance with the Companies Act
"Nomination Committee"
the nomination committee of the Company
"PRC"
the People's Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Region
"Remuneration Committee"
the remuneration committee of the Company
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10 per cent of the number of the issued Shares (excluding any treasury shares, if any) as at the date of passing of the relevant resolution granting the Repurchase Mandate
"RMB"
Renminbi, the lawful currency of the PRC
"Seazen Holdings"
Seazen Holdings Co., Ltd.* (新城控股集團股份有限公司), a subsidiary of the Company whose A-shares are listed on the Shanghai Stock Exchange (Stock Code: 601155)
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- For identification purpose only
DEFINITIONS
| "SFO" | Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time |
|---|---|
| "Share(s)" | ordinary share(s) in the share capital of the Company with a par value of HK$0.001 each |
| "Shareholder(s)" | the holder(s) of the Share(s) |
| "Stock Exchange" | The Stock Exchange of Hong Kong Limited |
| "Takeovers Code" | the Hong Kong Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time |
| "treasury shares" | has the meaning ascribed to it under the Listing Rules |
| "% " or "per cent" | per cent |
In this circular, the terms "close associate", "core connected person", "controlling Shareholder", "subsidiary" and "substantial Shareholder" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.
- For identification purpose only
LETTER FROM THE BOARD
seazen
新城发展
SEAZEN GROUP LIMITED
新城發展控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1030)
Executive Directors:
Mr. LU Zhongming
Mr. ZHOU Fudong
Non-executive Director:
Mr. Wang Xiaosong (Chairman)
Independent Non-executive Directors:
Mr. ZHU Zengjin
Mr. ZHONG Wei
Ms. WU Ke
Registered office:
Grand Pavilion
Hibiscus Way
802 West Bay Road
P.O. Box 31119
KY1-1205
Cayman Islands
Principal place of business
in Hong Kong:
31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay, Hong Kong
30 March 2026
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR GENERAL MANDATES
TO ISSUE SHARES AND REPURCHASE SHARES;
RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
WHO HAS SERVED FOR MORE THAN NINE YEARS;
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of the Issue Mandate and the Repurchase Mandate; and (ii) the re-election of the retiring Directors and continuous appointment of independent non-executive Director who has served for more than nine years.
LETTER FROM THE BOARD
2. ISSUE MANDATE
In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the general mandate to issue Shares. At the Annual General Meeting, an ordinary resolution no. 4(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares (including any sale or transfer of treasury shares out of treasury) not exceeding 20 per cent of the number of issued Shares (excluding any treasury shares, if any) as at the date of passing of the resolution in relation to the Issue Mandate.
As at the Latest Practicable Date, the issued shares of the Company comprised 7,263,741,521 Shares. Subject to the passing of the ordinary resolution no. 4(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 1,452,748,304 Shares.
In addition, subject to a separate approval of the ordinary resolution no. 4(C), the number of Shares repurchased by the Company under ordinary resolution no. 4(B) will also be added to extend the 20 per cent limit of the Issue Mandate as mentioned in the ordinary resolution no. 4(A) provided that such additional amount shall not exceed 10 per cent of the number of issued Shares (excluding any treasury shares, if any) as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.
The Issue Mandate will continue to be in force from the passing of the said resolution until 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 any applicable laws or the Articles of Association to be held; and (iii) the revocation or variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.
3. REPURCHASE MANDATE
In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10 per cent of the number of issued Shares (excluding any treasury shares, if any) as at the date of passing of the resolution in relation to the Repurchase Mandate.
The Repurchase Mandate, if approved, will continue in force until 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 any applicable laws or the Articles of Association to be held; or (iii) the revocation or
LETTER FROM THE BOARD
variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.
An explanatory statement required by the Listing Rules in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.
4. RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS
The Board currently consists of six Directors, namely Mr. Lu Zhongming and Mr. Zhou Fudong as executive Directors; Mr. Wang Xiaosong (Chairman) as non-executive Director; and Mr. Zhu Zhengjin, Mr. Zhong Wei and Ms. Wu Ke as independent non-executive Directors.
In accordance with article 16.18 of the Articles of Association, Mr. Wang Xiaosong and Mr. Zhu Zengjin shall retire from office as Directors at the Annual General Meeting and, being eligible, will offer themselves for re-election as Directors at the Annual General Meeting. In accordance with code provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, as Mr. Zhu Zengjin has served as an independent non-executive Director for more than nine years, his further appointment should be subject to a separate resolution to be approved by Shareholders.
The Company has a nomination policy in place which set out the key nomination criteria and procedures when considering the candidates to be appointed or re-appointed as directors of the Company. The Nomination Committee has considered a number of aspects, including but not limited to skills, knowledge, experience, qualifications, gender, age, cultural and educational background, overall contribution to the Company, and the service, participation and performance within the Board of each of the retiring Directors when making the recommendation to the Board for the re-election of the retiring Directors at the Annual General Meeting.
The Nomination Committee and the Board have reviewed the annual written independence confirmation of Mr. Zhu Zengjin, and assessed his independence based on the independence guidelines set out in Rule 3.13 of the Listing Rules and noted that none of the factors set out in Rule 3.13 of the Listing Rules applies. In assessing the independence of Mr. Zhu Zengjin, the Board and the Nomination Committee have also considered the independent nature of his roles and duties and the character and judgement demonstrated by his commitment and contribution during his years of service and other relevant factors. Mr. Zhu Zengjin has not been involved in any management role in the Company nor in any relationships which would interfere with the exercise of his independent judgement. The Board is of the view that despite his length of service, Mr. Zhu Zengjin maintains independent mindset and provides invaluable expertise, knowledge, experience, professionalism, continuity and stability to the Board, and the Company has benefited greatly from his contribution and valuable insights derived from
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LETTER FROM THE BOARD
his in-depth knowledge of the Company. Mr. Zhu Zengjin’s professional knowledge contribute to the Board’s diversity of experience.
The Nomination Committee was of the view that the retiring Directors, namely Mr. Wang Xiaosong and Mr. Zhu Zengjin, who are subject to re-election met the criteria set out in the nomination policy and has recommended to the Board on the re-appointment of such retiring Directors at the Annual General Meeting.
Based on the above, the Board, upon the recommendation of the Nomination Committee (with Mr. Wang Xiaosong and Mr. Zhu Zengjin abstained from voting on the recommendation on their respective nomination), considers that (i) the re-election of Mr. Wang Xiaosong and Mr. Zhu Zengjin will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity and is in the best interests of the Company and the Shareholders as a whole; and (ii) Mr. Zhu Zengjin to be independent and believes that he should be re-elected as independent non-executive Director and should continue to contribute effectively to the Board. Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.
5. NOTICE OF ANNUAL GENERAL MEETING
Set out on pages 16 to 21 of this circular is the notice of the Annual General Meeting containing, inter alia, ordinary resolutions in relation to the granting to the Directors of the Issue Mandate and the Repurchase Mandate, the approval for the re-election of the retiring Directors and continuous appointment of independent non-executive Director who has served for more than nine years.
6. FORM OF PROXY
A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.seazengroup.com.cn. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. before 10:00 a.m. on Wednesday, 6 May 2026) or at any adjournment thereof. 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 adjoined meeting thereof if they so wish.
7. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting be taken by way of poll pursuant to article 13.6 of the Articles of Association.
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LETTER FROM THE BOARD
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way.
8. CLOSURE OF TRANSFER BOOKS AND REGISTER OF MEMBERS
The transfer books and register of members of the Company will be closed from Tuesday, 5 May 2026 to Friday, 8 May 2026, both days inclusive, in order to determine the identity of the Shareholders who are entitled to attend the Annual General Meeting to be held on Friday, 8 May 2026, during which period no share transfers will be registered. In order to qualify for attending the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Monday, 4 May 2026 for registration.
9. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
10. RECOMMENDATION
The Directors consider that the proposed resolutions for the granting to the Directors of the Issue Mandate and the Repurchase Mandate, the approval of the re-election of the retiring Directors and continuous appointment of independent non-executive Director who has served for more than nine years are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
By order of the Board
Seazen Group Limited
Wang Xiaosong
Chairman
APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.
- NON-EXECUTIVE DIRECTOR
Mr. Wang Xiaosong ("Mr. Wang"), aged 38, was appointed as a non-executive Director in October 2013, chairman of the Board in July 2019 and the chairman of the ESG Committee in November 2020. Mr. Wang joined Jiangsu Seazen Co., Ltd* (江蘇新城地產股份有限公司) ("Jiangsu Seazen") in 2009 as civil engineer and subsequently as project manager. Between November 2011 and January 2013, Mr. Wang became the vice president and general manager of the marketing department of Jiangsu Seazen where he was responsible for and gained valuable experience in sales and market research. Mr. Wang has served as a director of Jiangsu Seazen since April 2013. In February 2013, Mr. Wang was appointed as the president of Jiangsu Seazen, and has been responsible for its general management; and from 14 December 2015 to 26 October 2016, he served as the general manager of Seazen Holdings. In addition, since March 2015, Mr. Wang has been a director of Seazen Holdings, and was appointed as the chairman of Seazen Holdings in July 2019. He served as the president of Seazen Holdings from 24 August 2018 to January 2021 and was appointed as the president of Seazen Holdings on 19 January 2023. From July 2019 to October 2025, Mr. Wang acted as a non-executive director of S-Enjoy Service Group Co., Limited (a listed company on the Main Board of the Stock Exchange (stock code: 1755)). Mr. Wang graduated from Nanjing University (南京大學) with a bachelor's degree in Environmental Sciences in 2009. Mr. Wang is the son of Mr. Wang Zhenhua, the controlling Shareholder.
As at the Latest Practicable Date, Mr. Wang Xiaosong was interested in (i) 6,000,000 issued Shares, which represents approximately 0.08% of the total issued Shares; and (ii) 500,000 shares of Seazen Holdings (an associated corporation of the Company), representing approximately 0.02% of the issued shares of Seazen Holdings.
Mr. Wang Xiaosong has entered into an appointment letter with the Company for a term of three years commencing from 18 October 2024, and his appointment may be terminated in accordance with the terms of the appointment letter. The remuneration package of Mr. Wang is determined with reference to his background, experience and duties and responsibilities with the Group and the prevailing market conditions. For the year ended 31 December 2025, the total emoluments paid to Mr. Wang (including salaries and other allowances, performance-related bonus and retirement scheme contribution) are approximately RMB3.5 million.
-
For identification purpose only
-
9 -
APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
2. INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Zhu Zengjin (“Mr. Zhu”), aged 62, was appointed as an independent non-executive Director, the chairman of each of the Nomination Committee and the Remuneration Committee, and a member of the Audit Committee in November 2012. Mr. Zhu joined the Group in November 2012. He graduated from Nanjing University (南京大學) with a bachelor’s degree in law in 1985 and from Beijing University (北京大學) with an EMBA degree in 2005. Prior to joining the Group, Mr. Zhu has successively served as the head of the business department, the deputy head and partner of Jiangsu C&T Partners Law Firm (江蘇世紀同仁律師事務所) from July 1985 to the present. Mr. Zhu was also a listing committee member of the GEM Board of the China Securities Regulatory Commission between August 2009 and August 2011.
Mr. Zhu Zengjin entered into an appointment letter with the Company for a term of two years commencing from 6 November 2024. Mr. Zhu will be entitled to an annual fee of RMB350,000 and a discretionary bonus which was determined by the Board with reference to his job responsibility and prevailing market rate.
Mr. Zhu has confirmed, as at the Latest Practicable Date, (i) his independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (ii) that he has no past or present financial or other interest in the business of the Company or its subsidiaries, or any connection with any core connected person (as defined in the Listing Rules) of the Company; and (iii) that there are no other factors that may affect his independence.
Save as disclosed above and as at the Latest Practicable Date, each of the above Directors does not have any interest in or is deemed to be interested in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO, has not held any directorships in other listed public companies during the past three years, does not hold any other position with the Company or other members of the Group and does not have any other relationships with any of the other Directors, senior management, substantial Shareholders or controlling Shareholders.
Save as disclosed above, there are no other matters concerning each of the above Directors that need to be brought to the attention of the Shareholders in connection with their respective re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II
EXPLANATORY STATEMENT
The following is an explanatory statement required by the Stock Exchange to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
1. LISTING RULES
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
(i) the shares proposed to be repurchased by a company must be fully paid-up;
(ii) the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and
(iii) all on market repurchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the Directors to make such repurchase, and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules.
2. ISSUED SHARES
As at the Latest Practicable Date, the issued Shares comprised 7,263,741,521 Shares of nominal value of HK$0.001 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 726,374,152 Shares which represent 10% of the issued Shares (excluding any treasury shares, if any), during the period ending on 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 any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.
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 of Shares.
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; and (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.
APPENDIX II
EXPLANATORY STATEMENT
3. REASONS AND FUNDING OF REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
Repurchases of Shares will be financed out of funds legally available for the purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Companies Act provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Companies Act. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company's Shares are repurchased in the manner provided for in the Companies Act.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full, it may not have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2025, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
4. TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes 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 increase in the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Wang Zhenhua was interested in 4,577,113,179 Shares within the meaning of Part XV of the SFO, representing approximately $63.01\%$ of the issued Shares. In the event that the
APPENDIX II
EXPLANATORY STATEMENT
Directors should exercise in full the Repurchase Mandate, their interests will be increased to approximately 70.01% of the issued Shares. On the basis of the aforesaid increase of shareholding, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. As the exercise of the Repurchase Mandate in full would result in insufficient public float of the Company, the Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued Shares.
To the best knowledge, information and belief of the Company and after making all reasonable enquiries, as at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued Shares:
| Name of substantial shareholder | Capacity/Nature of interest | Number of Ordinary Shares held (note 1) | Approximate percentage of issued Shares (%) |
|---|---|---|---|
| Wang Zhenhua (notes 2, 3 and 4) | Founder of a discretionary trust | 4,577,113,179 (L) | 63.01 |
| Chen Ting Sen (PTC) Limited (note 3) | Trustee | 4,577,113,179 (L) | 63.01 |
| Infinity Fortune Development Limited (note 3) | Interest in a controlled corporation | 4,577,113,179 (L) | 63.01 |
| First Priority Group Limited (note 3) | Interest in a controlled corporation | 4,577,113,179 (L) | 63.01 |
| Wealth Zone Hong Kong Investments Limited (note 4) | Beneficial owner | 4,577,113,179 (L) | 63.01 |
Notes:
(1) The letter "L" denotes the long position in Shares.
(2) Mr. Wang Zhenhua is the founder of the Hua Sheng Trust, through which Chen Ting Sen (PTC) Limited held 4,577,113,179 Shares through its controlled corporations in its capacity as trustee. In addition, Mr. Wang is the spouse of Ms. Chen Jing and is deemed to be interested in all the Shares in which Ms. Chen Jing has interest under the SFO.
(3) Chen Ting Sen (PTC) Limited, as trustee of Hua Sheng Trust, which was established by Mr. Wang Zhenhua as settlor in favour of his family members, held 100% of the issued shares of Infinity Fortune Development Limited which in turn held 100% of the issued shares of First Priority Group Limited.
(4) Wealth Zone Hong Kong Investments Limited is held as to 100% of its issued shares by First Priority Group Limited.
APPENDIX II
EXPLANATORY STATEMENT
5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge having made reasonable enquiries, any of their close associates has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
6. STATEMENTS FROM THE DIRECTORS
The Directors will exercise the power of the Company to make repurchases pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Memorandum and Articles of Association.
The Directors have confirmed that neither the explanatory statement set out in Appendix II to this circular nor the proposed share repurchase has any unusual features.
7. SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares have been made by the Company in the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).
APPENDIX II
EXPLANATORY STATEMENT
8. SHARE PRICES
The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date:
| | Highest Price
HK$ | Lowest Price
HK$ |
| --- | --- | --- |
| 2025 | | |
| March | 2.38 | 1.98 |
| April | 2.17 | 1.70 |
| May | 2.03 | 1.85 |
| June | 2.41 | 1.82 |
| July | 2.79 | 2.30 |
| August | 2.82 | 2.33 |
| September | 2.72 | 2.35 |
| October | 2.59 | 2.16 |
| November | 2.40 | 2.09 |
| December | 2.30 | 2.01 |
| 2026 | | |
| January | 2.68 | 2.03 |
| February | 2.81 | 2.29 |
| March (up to Latest Practicable Date) | 2.33 | 2.08 |
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
Seazen
新城发展
SEAZEN GROUP LIMITED
新城發展控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1030)
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Meeting") of Seazen Group Limited (the "Company") will be held at 10:00 a.m. on Friday, 8 May 2026 at Room 201, 2/F, Seazen Holdings Tower B, No. 5, Lane 388, Zhongjiang Road, Putuo District, Shanghai, PRC for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
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To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and auditor for the year ended 31 December 2025.
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To consider the re-election of the Directors, each as a separate resolution:
(A) To re-elect Mr. Wang Xiaosong as non-executive Director.
(B) To re-elect Mr. Zhu Zengjin (who has served more than nine years) as independent non-executive Director.
(C) To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
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To re-appoint Grant Thornton Hong Kong Limited as auditor of the Company and authorise the Board to fix its remuneration.
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To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
(A) "That:
(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company (including any sale or transfer of treasury shares out of treasury) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds,
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend 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 in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20 per cent of the number of issued shares of the Company (excluding any treasury shares, if any) as at the date of passing this resolution and the said approval shall be limited accordingly; and
(iv) for the purpose of this resolution:
(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
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APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
(b) "Rights Issue" means an offer of shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion 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, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
(B) "That:
(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;
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APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
(iii) the aggregate number of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the number of the issued shares of the Company (excluding any treasury shares, if any) as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iv) subject to the passing of each of the paragraphs (i), (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i), (ii) and (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(v) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
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APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
(C) “That conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company (including any sale or transfer of treasury shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition to the number of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of the shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent of the number of the issued shares of the Company (excluding any treasury shares, if any) as at the date of passing of this resolution.”
By order of the Board
Seazen Group Limited
Wang Xiaosong
Chairman
The PRC, 30 March 2026
Registered office:
Grand Pavilion
Hibiscus Way
802 West Bay Road
P.O. Box 31119
KY1-1205
Cayman Islands
Principal place of business
in Hong Kong:
31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay, Hong Kong
Notes:
(i) Ordinary resolution numbered 4(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.
(ii) A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. On a poll, votes may be given either personally or by proxy.
(iii) In the case of joint holders, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
(iv) In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10:00 a.m. on Wednesday, 6 May 2026) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
(v) The transfer books and register of members of the Company will be closed from Tuesday, 5 May 2026 to Friday, 8 May 2026, both days inclusive, in order to determine the identity of the Shareholders who are entitled to attend the Annual General Meeting to be held on Friday, 8 May 2026, during which period no share transfers can be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Monday, 4 May 2026 for registration.
(vi) In respect of ordinary resolution numbered 2 above, Mr. Wang Xiaosong and Mr. Zhu Zengjin shall retire at the Meeting and being eligible, have offered themselves for re-election at the above meeting. Details of the above retiring Directors are set out in Appendix I to the accompanied circular dated 30 March 2026.
(vii) In respect of the ordinary resolution numbered 4(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
(viii) In respect of ordinary resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 30 March 2026.
(ix) Pursuant to Rule 13.39(4) of the Listing Rules, voting for the resolutions set out in this notice will be taken by poll at the above meeting.
(x) If Tropical Cyclone Warning Signal No. 8 or above, black rainstorm warning or extreme conditions caused by super typhoons is in effect in Hong Kong after 8:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the website of the Company at www.seazengroup.com.cn and on the website of the HKEXnews at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.
Unless otherwise stated, the capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 30 March 2026.
As at the date of this notice, the Directors are Mr. Lu Zhongming and Mr. Zhou Fudong as executive Directors, Mr. Wang Xiaosong as non-executive Director, and Mr. Zhu Zengjin, Mr. Zhong Wei and Ms. Wu Ke as independent non-executive Directors.
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