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Shanghai Able Digital Science&Tech Co., Ltd. Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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IMPORTANT
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, accountant or other professional adviser.
If you have sold or transferred all your shares in CITIC Resources 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, licensed securities dealer 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.
中信资源控股有限公司
CITIC Resources Holdings Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 1205)
(1) PROPOSALS FOR
GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) PAYMENT OF THE FINAL DIVIDEND;
(4) CHANGE OF AUDITOR;
AND
(5) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of CITIC Resources Holdings Limited to be held at Suites 6701-02 & 08B, 67/F., International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Friday, 13 June 2025 at 2:30 p.m. is set out on pages 20 to 24 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon, as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (or any adjournment or postponement thereof). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting (or any adjournment or postponement thereof) should you so wish and, in such event, the instrument appointing the proxy shall be deemed to be revoked.
Please note that no refreshments will be served and there will be no distribution of corporate gifts at the Annual General Meeting.
If any Shareholder has any questions on the arrangements of the Annual General Meeting, please contact Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong, at the following:
Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
Email: [email protected]
Telephone: (852) 2980-1333
Facsimile: (852) 2810-8185
Hong Kong, 25 April 2025
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"Annual General Meeting"
the annual general meeting of the Company to be held at Suites 6701-02 & 08B, 67/F., International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Friday, 13 June 2025 at 2:30 p.m.
"Audit Committee"
the audit committee of the Company
"Authorised Representative"
authorised representative of the Company appointed pursuant to Rule 3.05 of the Listing Rules
"Board"
the board of Directors
"Bye-laws"
the bye-laws of the Company, as amended, supplemented or modified from time to time
"CCASS"
The Central Clearing and Settlements System established and operated by the Hong Kong Securities Clearing Company Limited
"CEO"
the chief executive officer of the Company
"Chairman"
the chairman of the Board
"China"
the People's Republic of China
"CITIC Group"
中國中信集團有限公司 (CITIC Group Corporation), a state-owned enterprise established in China
"Companies Act"
the Companies Act 1981 of the laws of Bermuda, as amended from time to time
"Company"
CITIC Resources Holdings Limited, a company incorporated in Bermuda, the shares of which are listed on the Main Board on the Stock Exchange
"Director(s)"
the director(s) of the Company
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DEFINITIONS
"Final Dividend"
the proposed final dividend of HK2.6 cents per Share for the year ended 31 December 2024
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
14 April 2025, 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
"Nomination Committee"
the nomination committee of the Company
"Nomination and Diversity Policy"
a nomination and diversity policy which sets out the criteria and procedures to be used for the selection, appointment and re-election of candidates to achieve diversity on the Board
"Record Date"
24 June 2025, being the record date for determination of entitlement of Shareholders to the Final Dividend
"Remuneration Committee"
the remuneration committee of the Company
"Repurchase Mandate"
a general mandate granted for the Directors to exercise the powers of the Company during the period as set out in the Repurchase Resolution to repurchase Shares up to a maximum of 10% of the number of issued shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the Repurchase Resolution pursuant to and in accordance with the Repurchase Resolution
"Repurchase Proposal"
the proposal to grant the Repurchase Mandate
"Repurchase Resolution"
the proposed ordinary resolution No. 5A set out in the notice of the Annual General Meeting contained in this circular in respect of the Repurchase Proposal
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DEFINITIONS
"Risk Management Committee" the risk management committee of the Company
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)" ordinary share(s) with par value of HK$0.05 each in the share capital of the Company
"Shareholders" holders of Shares
"Share Repurchase Rules" the relevant rules set out in the Listing Rules to regulate the repurchase by companies with a primary listing on the Stock Exchange of their own securities on the Stock Exchange
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" the Code on Takeovers and Mergers of Hong Kong
"Treasury Shares" has the meaning ascribed thereto in the Listing Rules, as amended from time to time
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
LETTER FROM THE BOARD
中信资源控股有限公司
CITIC Resources Holdings Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 1205)
Executive Directors:
Mr. Hao Weibao (Chairman and Chief Executive Officer)
Mr. Wang Xinli
Non-executive Director:
Mr. Chan Kin
Independent non-executive Directors:
Mr. Look Andrew
Mr. Lu Dequan
Dr. Cai Jin
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head Office and
Principal Place of Business:
Suites 6701-02 & 08B, 67/F
International Commerce Centre
1 Austin Road West, Kowloon
Hong Kong
25 April 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSALS FOR
GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) PAYMENT OF THE FINAL DIVIDEND;
(4) CHANGE OF AUDITOR;
AND
(5) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with, amongst other things, information regarding resolutions to be proposed at the Annual General Meeting relating to (i) the granting to the Directors of general mandates to repurchase Shares and issue Shares, (ii) the re-election of retiring Directors, (iii) the payment of the Final Dividend, (iv) the change of auditor, and (v) to give you notice of the Annual General Meeting.
LETTER FROM THE BOARD
GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company held on 14 June 2024, a general mandate was given by the Company to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting. An explanatory statement as required under the Share Repurchase Rules to provide the requisite information in respect of the Repurchase Proposal is set out in Appendix I to this circular.
As at the Latest Practicable Date, the issued share capital of the Company comprised 7,857,727,149 Shares. Subject to the passing of the Repurchase Resolution in accordance with resolution No. 5A set out in the notice of the Annual General Meeting contained in this circular and on the basis that no further Shares are issued and no Shares are repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Resolution to repurchase a maximum of 785,772,714 Shares, representing not more than 10% of the number of issued Shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the Repurchase Resolution.
GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 14 June 2024, a general mandate was given by the Company to the Directors to allot, issue and deal with Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to renew such general mandate at the Annual General Meeting.
As at the Latest Practicable Date, the issued share capital of the Company comprised 7,857,727,149 Shares. Subject to the passing of the resolution to allot, issue and deal with Shares not exceeding 20% of the number of issued Shares (excluding Treasury Shares, if any) in accordance with resolution No. 5B set out in the notice of the Annual General Meeting contained in this circular and on the basis that no further Shares are issued and no Shares are repurchased prior to the Annual General Meeting, the Company will be allowed to issue a maximum of 1,571,545,429 Shares, representing not more than 20% of the number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of resolution No. 5B set out in the notice of the Annual General Meeting.
Two ordinary resolutions will be proposed at the Annual General Meeting, respectively, granting the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the number of issued Shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the resolution and allowing the addition to such general mandate so granted to the Directors any Shares repurchased by the Company pursuant to the Repurchase Mandate following the passing of the Repurchase Resolution.
LETTER FROM THE BOARD
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the executive Directors are Mr. Hao Weibao and Mr. Wang Xinli, the non-executive Director is Mr. Chan Kin, and the independent non-executive Directors are Mr. Look Andrew, Mr. Lu Dequan and Dr. Cai Jin.
Pursuant to the Bye-laws 86(2), Dr. Cai Jin (“Dr. Cai”) shall retire from office at the Annual General Meeting and shall be eligible and will offer herself for re-election at the Annual General Meeting.
Pursuant to the Bye-laws 87(1) and 87(2), Mr. Hao Weibao (“Mr. Hao”) and Mr. Chan Kin (“Mr. Chan”) shall retire from office by rotation at the Annual General Meeting and shall be eligible and will offer themselves for re-election at the Annual General Meeting.
In considering the Board’s succession, the Nomination Committee would identify candidates pursuant to selection criteria set out in the Nomination and Diversity Policy adopted by the Company.
The Nomination Committee, having reviewed the composition of the Board, nominated Dr. Cai, Mr. Hao and Mr. Chan for re-election at the Annual General Meeting. Mr. Hao, who was the Chairman of the Nomination Committee at the time when the nomination was being considered, abstained from voting at the meeting of the Nomination Committee when his nomination was being considered.
The Board accepted the Nomination Committee’s nominations and recommended Dr. Cai, Mr. Hao and Mr. Chan to stand for re-election by the Shareholders at the Annual General Meeting and they abstained from the discussion and voting at the Board meeting regarding their respective nominations.
In considering and approving such nominations, the Nomination Committee and the Board also took into account the respective contributions of the retiring Directors (where applicable) to the Board and their commitment to their roles.
The details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular, which indicate how they can contribute to the diversity of the Board and the perspectives, skills and experience that they can bring to the Board.
LETTER FROM THE BOARD
CHANGE OF AUDITOR
Reference is made to the announcement of the Company dated 14 March 2025 relating to the proposed change of auditor.
The Board is of the view that in order to maintain good corporate governance practice, the Company should consider rotation of its existing auditors after an appropriate period of time. Such rotation would enhance the independence of the external audit services on the Company and would be in the best interest of the Company and its Shareholders as a whole.
As Messrs. PricewaterhouseCoopers ("PwC") has been holding office as the auditor of the Company since 2021, PwC will retire as the auditors (the "Auditors") of the Company upon expiration of its current term of office with effect from the conclusion of the Annual General Meeting and will not be seek for its re-appointment.
The Board resolved, with the recommendation of the Audit Committee, to recommend the appointment of Messrs. KPMG ("KPMG") as the new Auditors. The appointment of KPMG as the new Auditors will be submitted as an ordinary resolution for approval by the Shareholders in the Annual General Meeting following the retirement of PwC with effect from the conclusion of the Annual General Meeting and to hold office until the conclusion of the next annual general meeting of the Company.
The Company is incorporated under the laws of Bermuda and to the knowledge of the Board, there is no requirement under the laws of Bermuda for PwC to confirm whether or not there is any circumstance in connection with its retirement which need to be brought to the attention of the holders of the securities of the Company. Therefore, PwC has not issued such confirmation. The Board and the Audit Committee has confirmed that there is no disagreement with PwC, and the Company has no other matter save as disclosed above in relation to the retirement of PwC as Auditors that need to be brought to the attention of the Shareholders.
FINAL DIVIDEND
As disclosed in the announcement of the Company dated 14 March 2025 relating to, amongst other things, the annual results of the Company for the year ended 31 December 2024, the Board recommends the payment of a final dividend of HK2.6 cents per Share for the year ended 31 December 2024 to the Shareholders whose names appear on the register of members of the Company on the Record Date. Subject to approval by the Shareholders at the Annual General Meeting, the Final Dividend shall be payable to entitled Shareholders on or around Thursday, 17 July 2025.
LETTER FROM THE BOARD
For determining the entitlement of the Shareholders to receive the Final Dividend, the register of members of the Company will be closed from Friday, 20 June 2025 to Tuesday, 24 June 2025, both days inclusive, during which period no transfer of Shares will be registered. For the purpose of ascertaining the Shareholders' entitlement to the Final Dividend, all transfers of Shares accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Thursday, 19 June 2025.
Shareholders whose names appear on the register of members of the Company on the Record Date, i.e. Tuesday, 24 June 2025, will be entitled to the Final Dividend.
ANNUAL GENERAL MEETING
The notice of the Annual General Meeting is set out on pages 20 to 24 of this circular.
At the Annual General Meeting, ordinary resolutions will be proposed to the Shareholders in respect of (i) ordinary business to be considered at the Annual General Meeting, including but not limited to the re-election of retiring Directors, i.e. the re-election of Dr. Cai Jin as an independent non-executive Director and the continuous appointments of Mr. Hao Weibao and Mr. Chan Kin as an executive Director and the non-executive Director, the appointment of the new auditor and the payment of the Final Dividend; and (ii) special business to be considered at the Annual General Meeting, being the Repurchase Resolution, the granting of a general mandate for Directors to issue new Shares and increase in the general mandate to issue new Shares by the number of Shares repurchased pursuant to the Repurchase Mandate.
The register of members of the Company will not be closed for the purpose of ascertaining the right of Shareholders to attend and vote at the Annual General Meeting. However, in order to qualify for attending and voting at the Annual General Meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, 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, 9 June 2025.
A form of proxy for use at the Annual General Meeting is enclosed with this circular. A copy of the form of proxy can also be downloaded from the websites of the Company at http://resources.citic and Stock Exchange at http://www.hkexnews.hk. If you wish to appoint a proxy, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (or any adjournment or postponement thereof).
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LETTER FROM THE BOARD
Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting (or any adjournment or postponement thereof) and, in such event, the proxy shall be deemed to be revoked.
If any Shareholder has any question on the arrangements of the Annual General Meeting, please contact Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong, at the following:
Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
Email: [email protected]
Telephone: (852) 2980-1333
Facsimile: (852) 2810-8185
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the Annual General Meeting will be taken by poll. The chairman of the Annual General Meeting will therefore put each of the resolutions to be proposed at the Annual general Meeting to be voted by way of poll pursuant to Bye-law 66 of the Bye-laws. If there are any procedural or administrative matters to be dealt with at the Annual General Meeting, any resolution relating to such matters will also be taken by poll. The Company will announce the results of the poll in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules.
RECOMMENDATION
The Directors believe that the granting to the Directors of general mandates to repurchase and issue Shares, the re-election of the retiring Directors, the proposed change of auditor and the payment of the Final Dividend are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the resolutions set out in the notice of the Annual General Meeting contained in this circular.
Yours faithfully,
For and on behalf of the Board
CITIC Resources Holdings Limited
Hao Weibao
Chairman
APPENDIX I
EXPLANATORY STATEMENT
This Appendix I serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the Repurchase Resolution, the approval of which will grant a general mandate to the Directors to exercise the power of the Company during the period as set out in the Repurchase Resolution to repurchase Shares up to a maximum of 10% of the number of issued Shares as at the date of passing of the Repurchase Resolution.
1. SHARE REPURCHASE RULES
The Share Repurchase Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully paid up shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
(a) Shareholders' Approval
The Share Repurchase Rules provide that all on-market share repurchases 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 granted to the directors of the company to make share repurchases.
(b) Source of Funds
Share repurchases must be made out of funds which are legally available for the purpose and in accordance with the company's constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.
(c) Maximum Number of Shares to be Repurchased and Subsequent Issue
The shares to be repurchased by a company must be fully-paid up. A maximum of 10% of the existing number of issued shares of a company (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution may be repurchased on the Stock Exchange and a company may not, without the prior approval of the Stock Exchange, issue new shares or announce a proposed new issue of shares for a period of 30 days immediately following a share repurchase whether on the Stock Exchange or otherwise (other than an issue of securities pursuant to the exercise of warrants, share options or similar instruments requiring the company to issue securities, which were outstanding prior to the repurchase).
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APPENDIX I
EXPLANATORY STATEMENT
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 7,857,727,149 Shares.
Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued and no Shares are repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 785,772,714 Shares, representing not more than 10% of the total number of issued Shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the Repurchase Resolution.
If the Company repurchase any Shares pursuant to the Repurchase Mandate, the Company may cancel any repurchased Shares or hold them as Treasury Shares, subject to the Bye-laws, market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC Nominees Limited 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.
3. REASONS FOR REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and Shareholders as a whole. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and Shareholders as a whole.
4. FUNDING OF REPURCHASE
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company, the bye-laws of the Company and the applicable law of Bermuda. Pursuant to the Companies Act, the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, the profits that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of Shares made for the purpose. The amount of premium payable on a share repurchase may only be paid out of either the profits that would otherwise be available for dividend or distribution, or the share premium or the contributed surplus accounts of the Company.
APPENDIX I
EXPLANATORY STATEMENT
There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the Annual Report of the Company for the year ended 31 December 2024 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed period within which the Repurchase Mandate may be exercised. However, the Directors do not propose to exercise the Repurchase Mandate to an extent where it would, in the circumstances, have a material adverse effect on the working capital requirements or gearing levels of the Company or which, in the opinion of the Directors, are from time to time inappropriate for the Company.
5. SHARES PRICES
The highest and lowest prices at which Shares have traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date and the period from 1 April 2025 to the Latest Practicable Date were as follows:
| Share price (HK$) | |||
|---|---|---|---|
| Lowest | Highest | ||
| 2024 | April | 0.410 | 0.540 |
| May | 0.495 | 0.560 | |
| June | 0.435 | 0.520 | |
| July | 0.380 | 0.470 | |
| August | 0.360 | 0.400 | |
| September | 0.325 | 0.410 | |
| October | 0.405 | 0.520 | |
| November | 0.355 | 0.430 | |
| December | 0.340 | 0.385 | |
| 2025 | January | 0.330 | 0.360 |
| February | 0.340 | 0.360 | |
| March | 0.340 | 0.380 | |
| April (up to and including the Latest Practicable Date) | 0.320 | 0.370 |
6. UNDERTAKING
The Directors will exercise the powers of the Company to make share repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of Bermuda.
APPENDIX I
EXPLANATORY STATEMENT
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such mandate is approved by Shareholders.
No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders.
The Company confirms that neither this explanatory statement nor the Repurchase Mandate has any unusual features.
7. TAKEOVERS CODE
If, on the 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 of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, CITIC Group, the ultimate holding company of the Company, was interested in an aggregate of 4,675,605,697 Shares, representing approximately 59.50% of the issued share capital of the Company. Based on such shareholding and assuming the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the aggregate shareholding of CITIC Group would increase to approximately 66.11% of the issued share capital of the Company. It is expected that such increase would not give rise to any obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. Accordingly, the Directors are currently not aware of any consequences which will arise under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate.
The Directors will use their best endeavours to ensure that the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25% of the issued share capital of the Company (or such other percentage as may be prescribed as the minimum public float requirement under the Listing Rules).
8. SHARES REPURCHASES MADE BY THE COMPANY
The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
The following are the particulars (as required by the Listing Rules) of the Directors who will retire and, being eligible, will offer themselves for re-election at the Annual General Meeting:
DR. CAI JIN (INDEPENDENT NON-EXECUTIVE DIRECTOR)
Dr. Cai Jin, aged 43, joined the Company in December 2024 as an independent non-executive director. She is also a member of each of the Audit Committee, the Nomination Committee and the Risk Management Committee. She is a neo-institutionalist economist and private investor who holds a Doctoral degree (Ph.D.) in Economics from the Chinese Academy of Social Sciences (under the joint supervision of the Institute of World Economics and Politics and the Asia-Pacific Research Institute), with a focus on the History of Money in the domain of International Political Economy. Dr. Cai also holds an MBA from the Conservatoire National des Arts et Métiers, a Master's degree in Law with a specialization in Legal History from Renmin University of China, and a Bachelor's degree in Economics specializing in Finance and Banking from Xiamen University.
Dr. Cai has a solid academic background and extensive leadership experience in international cooperation and major projects. Dr. Cai has previously held positions in Poly Technologies, Inc., a subsidiary of the stated-owned enterprise, China Poly Group Corporation, between 2012 and 2016, with her last position being Deputy General Manager where she was responsible for strategic development, international trading and legal matters. She previously worked in the Department of International Cooperations at China South Industries Group between 2004 and 2008, where she was responsible for managing contract negotiations and joint venture projects. She also practiced law as a founding partner at HanTong Law Firm between 2008 and 2009. In March 2023, Dr. Cai was appointed Vice-chairman of the Investment Association of China, and in July 2023, she was named the Asia Chair of Gate Center, a think tank in the Spanish-speaking regions. In January 2024, she took a role as Chief Strategy Officer (CSO) for AXA Group in Greater China. Dr. Cai was also a member of the first cohort of France-China Young Leaders pursuant to the "Young Leader" program organized by the France China Foundation.
As at the Latest Practicable Date, save as disclosed above, Dr. Cai did not hold any directorship in other listed public companies in the last three years or any position with the Company or other members of the Group, nor was she connected with any Directors, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules), or senior management of the Company.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Under the letter of appointment with the Company, Dr. Cai has no fixed term of service with the Company but will hold office only until the Annual General Meeting and will be eligible for re-election pursuant to Bye-Laws 86(2). Thereafter, she will be subject to rotational retirement and re-election requirements at annual general meeting pursuant to Bye-Laws 87(1) and 87(2). If re-elected, Dr. Cai is entitled to receive a director's fee of HK$400,000 per annum and a fee for being a member of the Board committees of HK$90,000 per annum. The fees are determined on the same basis as those paid by the Company to other independent non-executive Directors and Board committee members.
The Company has received from Dr. Cai an annual confirmation of independence according to Rule 3.13 of the Listing Rules and considers her to be independent.
As at the Latest Practicable Date, Dr. Cai did not have any interest or deemed interest in the shares, underlying shares or debenture, of the Company or its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, Dr. Cai has confirmed that there are no other matters that need to be brought to the attention of Shareholders in connection with her re-election and there is no information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
MR. HAO WEIBAO (EXECUTIVE DIRECTOR)
Mr. Hao Weibao, aged 56, joined the Company in April 2023 as an executive director, the Chairman and the CEO of the Company. He is also an Authorised Representative, the chairman of the Nomination Committee, a member of the Remuneration Committee and a director of certain subsidiaries of the Company. He was a member of the Risk Management Committee of the Company from 18 April 2023 to 26 March 2024. Mr. Hao is responsible for the strategic and corporate development, and the overall management and operations of the Group. Mr. Hao holds a Bachelor degree of Economics from Jiangxi University of Finance and Economics, a Masters in Business Administration degree from Chinese University of Hong Kong and a Doctor of Philosophy degree awarded by the University of Chinese Academy of Sciences. Mr. Hao joined CITIC Limited (stock code: 267) (a company listed on the Main Board of the Stock Exchange, "CITIC Group") since April 2008 and has been serving as the chairman of CITIC Metal Group Co., Ltd. (中信金屬集團有限公司) since April 2024, and served as the vice chairman and general manager of CITIC Metal Group Co., Ltd. (中信金屬集團有限公司) between April 2023 and April 2024, the parent company of CITIC Metal Co., Ltd. (中信金屬股份有限公司, one of the first batch of listed companies in the main board registration system of the Shanghai and Shenzhen Stock Exchanges (stock code: 601061)). He served as the assistant to the general manager, subsequently as the deputy general manager and then as the general manager of CITIC Investment Holdings Limited (中信投資控股有限公司) between 2008 and 2015, during which period Mr. Hao also served as the general manager of CITIC Environment Protection (Investment) Co. Ltd. (中信環保(投資)股份有限公司). He served as the party secretary, chairman and general manager of CITIC Environment Investment Group Co., Limited (中信環境投資集團有限公司) from 2015 to 2023. Prior to joining the CITIC Group, Mr. Hao held several positions at Sinopec Engineering Incorporation (中國石化工程建設公司) from July 1992 to November 1997, and was mainly in charge of financial and project management. Mr. Hao worked at China International United Petroleum and Chemical Company Limited ("UNIPEC") as a director and the chief financial officer of the United Kingdom branch ("UK Branch") from December 1997 to April 2002, the deputy general manager of the UK Branch from April 2002 to June 2006, the deputy manager of the crude oil department of the head office from September 2005 to March 2007, the acting general manager of the UK Branch from June 2006 to February 2007, and the vice chief accountant of the head office from March 2007 to March 2008. During his employment at UNIPEC, he was mainly responsible for financial management, futures market operation and internal risk control. Mr. Hao has over 31 years' experience in overseas business management, financial management, investment and project management, international financing and international trade.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
There is a service contract between the Company and Mr. Hao in respect of his appointment as an executive Director and the Chairman. He has no fixed term of service with the Company but is subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws. If re-elected, Mr. Hao will not be receiving any remuneration with respect to his appointment as the Chairman and executive Director, nor will he receive any additional remuneration in respect of his appointment as the CEO, Authorised Representative, chairman of the Nomination Committee, member of the Remuneration Committee, as well as his various other directorships or positions with the subsidiaries of the Company.
As at the Latest Practicable date, save as disclosed above, Mr. Hao did not hold any directorship in other listed public companies in the last three years or any position with the Company or other members of the Group, nor was he connected with any Directors, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules), or senior management of the Company.
As at the Latest Practicable Date, Mr. Hao is interested in 62,000 shares in the share capital of CITIC Group, an associated corporation (as defined under the SFO) of the Company. Save as disclosed above, as at the Latest Practicable Date, Mr. Hao did not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above and in the note to the section headed "Directors' Competing Interests" on page 46 of the annual report of the Company for the financial year ended 31 December 2024 published on 25 April 2025, Mr. Hao has confirmed that there are no other matters that need to be brought to the attention of Shareholders in connection with his re-election and there is no information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
MR. CHAN KIN (NON-EXECUTIVE DIRECTOR)
Mr. Chan Kin, aged 58, joined in 2017 as a non-executive director of the Company. Mr. Chan holds an AB degree from Princeton University and a master’s degree in Business Administration from the Wharton School of University of Pennsylvania where he was a Palmer Scholar. He is the founder, a partner and chief investment officer of Argyle Street Management Limited (“ASM Limited”). He is the chairman and a deemed executive director of TIH Limited (Stock Code: T55) and a non-executive non-independent director of OUE Limited (Stock Code: LJ3), both companies listed on the Singapore Exchange. He has been appointed as a member of the board of commissioners of PT Lippo Karawaci Tbk, a real estate company listed on Indonesia Stock Exchange since April 2019. Mr. Chan has been appointed as an independent non-executive director of Pioneer Global Group Limited (Stock Code:224), a company listed on the Hong Kong Stock Exchange since September 2023. He ceased to act as a non-executive director of Mount Gibson Iron Limited (Stock Code: MGX), a company listed on the ASX and The ONE Group Hospitality, Inc. (Stock Code: STKS), a company listed on the Nasdaq Stock Market in January 2018 and January 2019 respectively. Mr. Chan is a responsible officer of ASM Limited and is licensed under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) to carry on Type 4 (Advising on Securities) and Type 9 (Asset Management) regulated activity. He is also a licensed representative in Singapore for TIH Investment Management Pte Ltd. Mr. Chan has over 35 years’ experience in international capital markets, investment banking, corporate advisory and major transactions, particularly in Asia.
As at the Latest Practicable Date, save as disclosed above, Mr. Chan did not hold any directorship in other listed public companies in the last three years or any position with the Company or other members of the Group, nor was he connected with any Directors, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules), or senior management of the Company.
There is a letter of appointment between the Company and Mr. Chan in respect of his appointment as non-executive Director. He holds office for an initial term of one year and thereafter from year to year subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws. If re-elected, Mr. Chan is entitled to receive a director’s fee of HK$290,000 per annum. The fee is determined with reference to his responsibilities with the Company and the Company’s remuneration policy.
As at the Latest Practicable Date, save as disclosed above, Mr. Chan did not hold any directorship in other listed public companies in the last three years or any position with the Company or other members of the Group, nor was he connected with any Directors, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules), or senior management of the Company.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Chan has a deemed interest through controlled corporation in 786,558,488 Shares within the meaning of Part XV of the SFO which represents approximately 10.01% of the total Shares in issue as at the Latest Practicable Date. As at the Latest Practicable Date, save as disclosed above, he did not have any other interests in Shares within the meaning of Part XV of the SFO.
On 15 March 2016, The Monetary Authority of Singapore (“MAS”) issued a supervisory warning letter to Mr. Chan for failing to notify TIH Limited (then known as Transpac Industrial Holdings Limited) and the SGX within the prescribed time of a change in his interest in the voting shares of that company under Section 83 of the Companies Act (CAP. 50) and Section 137 of the Securities and Futures Act (CAP. 289). MAS and the Accounting and Corporate Regulatory Authority have not taken further regulatory action in respect of the breach. On 7 July 2011, Mr. Chan was appointed a director of Poh Lian Construction (Pte.) Ltd (“PLC”), a company incorporated in Singapore and engaged in the business of construction. PLC is a subsidiary of Golden Energy and Resources Limited (formerly known as United Fiber System Limited) (“UFS”). Mr. Chan was appointed a director of PLC to represent the interests of certain investment funds managed by ASM Limited which had invested in UFS. PLC was placed under judicial management on 5 April 2013 and in liquidation on 10 October 2014. On 19 October 2015, the liquidator of PLC commenced legal proceedings against three members of the former management of PLC claiming breach of duties and an amount in excess of SGD350 million from them. One of the defendants, a former director and chairman of PLC, has commenced proceedings against Mr. Chan to join him as a third party and seek contribution from Mr. Chan by virtue of his role as a director of PLC (the “Legal Proceeding”). The Legal Proceeding was dismissed and no further action was taken against Mr. Chan in relation to the Legal Proceeding.
Save as disclosed above, Mr. Chan has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
申信资源控股有限公司
CITIC Resources Holdings Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 1205)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “Annual General Meeting”) of CITIC Resources Holdings Limited (the “Company”) will be held at Suites 6701-02 & 08B, 67/F., International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Friday, 13 June 2025 at 2:30 p.m. for the following purposes:
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To receive and consider the audited financial statements and the report of the directors and the independent auditor’s report for the year ended 31 December 2024.
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To pay a final dividend of HK2.6 cents per share of the Company for the year ended 31 December 2024.
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(a) to re-elect Dr. Cai Jin as an independent non-executive director of the Company;
(b) to re-elect Mr. Hao Weibao as an executive director of the Company;
(c) to re-elect Mr. Chan Kin as non-executive director of the Company;
(d) to authorise the board of directors to fix the directors’ remuneration.
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To appoint KPMG as auditor of the Company in place of the retiring auditor, PwC, to hold office until the conclusion of the next annual general meeting of the Company and to authorise the board of directors to fix the auditor’s remuneration.
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As special business to consider and, if thought fit, pass with or without amendment, the following resolutions as ordinary resolutions of the Company:
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NOTICE OF ANNUAL GENERAL MEETING
ORDINARY RESOLUTIONS
A. “THAT:
(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase ordinary shares with par value of HK$0.05 each in the share capital of the Company (“Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares which the directors of the Company are authorised to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding Treasury Shares, if any) as at the date of passing of this resolution, and the said approval shall be limited accordingly; and
(c) “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 law or the bye-laws of the Company 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 shareholders of the Company in a general meeting.”
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NOTICE OF ANNUAL GENERAL MEETING
B. "THAT:
(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined in resolution No. 5A set out in the notice convening this meeting) of all the powers of the Company to allot, issue and deal with additional Shares (as defined in resolution No. 5A set out in the notice convening this meeting) and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power, after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than (i) a Rights Issue (as hereinafter defined); (ii) an issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing warrants of the Company or any existing securities which are convertible into Shares; (iii) an issue of Shares as scrip dividends pursuant to the bye-laws of the Company from time to time; or (iv) an issue of Shares under any option scheme or similar arrangement for the grant or issue of Shares or rights to acquire Shares, shall not exceed 20% of the total number of issued shares of the Company (excluding Treasury Shares, if any) as at the date of passing of this resolution, and the said approval shall be limited accordingly; and
(d) "Rights Issue" means an offer of Shares open for a period fixed by the directors of the Company to the existing shareholders of the Company on the register maintained by the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (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, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People's Republic of China applicable to the Company).
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NOTICE OF ANNUAL GENERAL MEETING
C. “THAT subject to the passing of resolutions Nos. 5A and 5B set out in the notice convening this meeting, the general mandate granted to the directors of the Company to allot, issue and deal with Shares (as defined in resolution No. 5A set out in the notice convening this meeting) pursuant to resolution No. 5B set out in the notice convening this meeting be and is hereby increased by the addition thereto of the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution No. 5A set out in the notice convening this meeting, provided that such number of Shares so repurchased shall not exceed 10% of the total number of issued shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the said resolution.”
By Order of the Board
CITIC Resources Holdings Limited
Wat Chi Ping Isaac
Company Secretary
Hong Kong, 25 April 2025
Notes:
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The register of members of the Company will not be closed for the purpose of ascertaining the right of shareholders of the Company to attend and vote at the Annual General Meeting to be held on Friday, 13 June 2025. However, in order to qualify for attending and voting at the Annual General Meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, 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, 9 June 2025.
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Any member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or, if holding two or more Shares, more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company but must be present at the Annual General Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
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A form of proxy for use at the Annual General Meeting is enclosed.
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To be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be returned to the branch share registrar of the Company 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 holding the Annual General Meeting (or any adjournment or postponement thereof). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting (or any adjournment or postponement thereof) should you so wish and, in such event, the proxy shall be deemed to be revoked.
NOTICE OF ANNUAL GENERAL MEETING
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If there are joint registered holders of a Share, any one of such joint holders may vote at the Annual General Meeting, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders is present at the Annual General Meeting in person or by proxy, that one of the joint holders so present whose name stands first in the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
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With regard to resolutions no. 3 (a) to (d) set out in the notice convening the Annual General Meeting, the board of directors of the Company proposes that the retiring directors who will offer themselves for re-election, namely, Dr. Cai Jin, Mr. Hao Weibao and Mr. Chan Kin, be re-elected as directors of the Company. The details of the directors to be re-elected are set out in Appendix II to the circular to shareholders of the Company dated 25 April 2025.
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No refreshments will be served and there will be no distribution of corporate gifts.
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The Annual General Meeting will be conducted in Mandarin.
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If there is a tropical cyclone warning signal No. 8 or above, a “black” rainstorm warning or “extreme conditions” announced by the Government of the Hong Kong Special Administrative Region is in force in Hong Kong at or at any time after 9:30 a.m. on the date of the Annual General Meeting, the meeting will be postponed or adjourned. The Company will post an announcement on the websites of the Stock Exchange and the Company (https://resources.citic) to notify Shareholders of the date, time and place of the rescheduled meeting.
The Annual General Meeting will be held as scheduled when an “amber” or “red” rainstorm warning is in force. Shareholders should make their own decision as to whether they would attend the meeting in person under bad weather conditions, taking into account their own situations.
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