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Shenglong Splendecor International Limited Proxy Solicitation & Information Statement 2026
51465_rns_2026-03-27_44145d87-eca3-4552-92c0-9f4ad33d5fc0.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Shenglong Splendecor International Limited, you should hand this circular at once to the purchaser(s) or transferee(s) or to the bank, licensed securities dealers or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
SHENGLONG
盛龙
SHENGLONG SPLENDECOR INTERNATIONAL LIMITED
盛龍錦秀國際有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8481)
MAJOR TRANSACTIONS
CONSTRUCTION CONTRACTS
Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.
A letter from the Board is set out on pages 5 to 20 of this circular.
The transactions being the subject matter of this circular have been approved by written Shareholders' approval pursuant to the Rule 19.44 of the GEM Listing Rules and this circular is being despatched to the Shareholders for information only.
27 March 2026
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
CHARACTERISTICS OF GEM ... i
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 5
APPENDIX I — FINANCIAL INFORMATION OF THE GROUP ... I-1
APPENDIX II — GENERAL INFORMATION ... II-1
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Announcement"
the announcement published by the Company in respect of entering into Construction Contract 1 and Construction Contract 2 on 23 January 2026
"Board"
the board of Directors
"Company"
Shenglong Splendecor International Limited (盛龍錦秀國際有限公司), a company incorporated in the Cayman Islands with limited liability the shares of which are listed on GEM (stock code: 8481)
"Construction Contract 1"
The construction contract entered into between Guigang Shenglong and the Contractor on 28 December 2024 (as supplemented by the Supplemental Agreement) in respect of the Construction Works 1
"Construction Contract 2"
The construction contract entered into between Guangdong Shenglong and the Contractor on 28 March 2025 in respect of the Construction Works 2
"Construction Works"
The construction works under Construction Contract 1 and Construction Contract 2 in respect of the construction work for the factories of the impregnated paper and press-laminated panel
"Construction Works 1"
The construction works undertaken under Construction Contract 1
"Construction Works 2"
The construction works undertaken under Construction Contract 2
"Contract Price 1"
the consideration payable under Construction Contract 1, RMB42.2 million (tax inclusive) (equivalent to approximately HK$46.4 million), subject to the adjustment by determining the Total Audited Contract Price
"Contract Price 2"
the consideration payable under Construction Contract 2, RMB76.0 million (tax inclusive) (equivalent to approximately HK$83.6 million), subject to the adjustment by determining the Total Audited Contract Price
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DEFINITIONS
“Contractor”
Zhejiang Capital Construction Engineering Co., Ltd* (浙江首創建設工程有限公司)
“Director(s)”
the director(s) of the Company
“Factory and Industry Research Center”
a factory and an industry research center with a gross floor area of approximately 116,886.6 sq.m., which will be principally engaged in the manufacturing of new types of high-grade decorative paper and impregnated paper
“GEM”
GEM operated by the Stock Exchange
“GEM Listing Rules”
the Rules Governing the Listing of Securities on GEM
“Group”
the Company and its subsidiaries from time to time
“Guangdong Shenglong”
Guangdong Shenglong Decoration Material Co., Ltd* (廣東盛龍裝飾材料有限公司), an indirect wholly-owned subsidiary of the Company
“Guigang Shenglong”
Guigang Shenglong Decoration Material Co., Ltd* (貴港盛龍裝飾材料有限公司), an indirect wholly-owned subsidiary of the Company
“HK$”
Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China
“Huangshan Shenglong”
Huangshan Shenglong Decoration Material Co., Ltd* (黃山盛龍裝飾材料有限公司), an indirect wholly-owned subsidiary of the Company
“Land”
a parcel of land located at the north side of Xin’anjiang Avenue* (新安江大道), She County, Anhui Province, the PRC
“Land 1”
a parcel of land located at Guangye Avenue and Gangcheng 3rd Road intersection, Guigang Industrial Park, Guigang City, Guangxi, China (貴港市產業園廣業大道與港城三路交叉口), the PRC
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DEFINITIONS
“Land 2”
a parcel of land located at Guangqing Industrial Park, Guangqing Special Economic Cooperation Zone, Qingyuan City (清遠市廣清經濟特別合作區廣清產業園區), the PRC
“Latest Practicable Date”
25 March 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
“Mr. Sheng”
Mr. Sheng Yingming, the chairman of the Board and the chief executive officer 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 and Taiwan
“RMB”
Renminbi, the lawful currency of the PRC
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or modified from time to time
“Share(s)”
shares of the Company
“Shareholder(s)”
shareholder(s) of the Company
“sq.m.”
square meters
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Supplemental Agreement”
The supplemental agreement entered into between Guigang Shenglong and the Contractor on 21 July 2025 for the purpose of increasing the construction areas by 4,390 sq.m. at a contract price of RMB7 million (tax inclusive) (equivalent to approximately HK$7.7 million), subject to the adjustment of the project settlement auditing
“Total Audited Contract Price”
the total sum of Total Audited Contract Price 1 and Total Audited Contract Price 2
“Total Audited Contract Price 1”
the contractual amount of Construction Price 1 after adjusted by project settlement auditing
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DEFINITIONS
"Total Audited Contract Price 2" the contractual amount of Construction Price 2 after adjusted by the project settlement auditing
"Total Contract Price" the sum of Contract Price 1 and Contract Price 2
“%” per cent
For the purposes of this circular, an exchange rate of RMB1.000 = HK$1.1 has been used for currency translation, where applicable. Such exchange rate is for illustration purposes only and does not constitute representations that any amount in RMB or HK$ has been, could have been or may be converted at such rate.
-
For identification purpose only
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LETTER FROM THE BOARD
SHENGLONG
盛龙
SHENGLONG SPLENDECOR INTERNATIONAL LIMITED
盛龍錦秀國際有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8481)
Executive Directors:
Mr. Sheng Yingming
(Chairman, Chief Executive Officer)
Mr. Fang Xu
Ms. Sheng Sainan
Independent non-executive Directors:
Mr. Ma Lingfei
Mr. Tso Ping Cheong Brian
Mr. Zheng Yong
Registered office:
P.O. Box 1350
Windward 3, Regatta Office Park
Grand Cayman KY1-1108
Cayman Islands
Headquarters and principal place of
business in the PRC:
No. 55 Shangyang Road
Yangdai Village, Jinnan sub-district
Lin'an, Hangzhou
Zhejiang Province, the PRC
Principal place of business in
Hong Kong:
Room 3201, 32/F, Alexandra House
18 Chater Road, Central
Hong Kong
27 March 2026
To the Shareholders,
Dear Sir and Madam,
MAJOR TRANSACTIONS
CONSTRUCTION CONTRACTS
INTRODUCTION
Reference is made to the announcement of the Company dated 23 January 2026 in relation to:
LETTER FROM THE BOARD
(1) entering into Construction Contract 1 dated 28 December 2024 (as supplemented by the Supplemental Agreement) between Guigang Shenglong and the Contractor in respect of the construction works of the factory of impregnated paper and press-laminated label on Land 1 at the total contract price of RMB42.2 million (tax inclusive) (equivalent to approximately HK$46.4 million), subject to the adjustment of the project settlement auditing; and
(2) entering into Construction Contract 2 dated 28 March 2025 between Guangdong Shenglong and the Contractor in respect of the construction works of the factory of impregnated paper and press-laminated label on Land 2 at the total contract price of RMB76.0 million (tax inclusive) (equivalent to approximately HK$83.6 million), subject to the adjustment of the project settlement auditing.
The purpose of this circular is to provide you with, among other things, further information on the Construction Contracts and other information as required under the GEM Listing Rules.
THE CONSTRUCTION CONTRACT 1
On 26 December 2024, Guigang Shenglong, an indirect wholly-owned subsidiary of the Company, won the bid in respect of the Land Use Rights of Land 1 situated at Guigang City, the PRC, through public tender for a consideration of RMB7,778,000.00.
On 28 December 2024, Guigang Shenglong entered into the Construction Contract 1 with the Contractor, pursuant to which the Contractor agreed to undertake the Construction Works 1 in respect of the Guigang Factory on the Land 1 at Contract Price 1 (RMB 42.2 million) (tax inclusive) (equivalent to approximately HK$46.4 million, subject to the adjustment of the project settlement auditing).
A summary of the principal terms of the Construction Contract 1 is as follows:
(1) Date: 28 December 2024
(2) Parties:
(i) Guigang Shenglong; and
(ii) The Contractor.
To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Directors confirm that as at the Latest Practicable Date, the Contractor and its ultimate beneficial owner(s) are independent third parties of the Group and its connected persons (as defined under the GEM Listing Rules).
LETTER FROM THE BOARD
(3) Scope of Construction Works 1:
The Contractor shall be responsible for the construction works of the factory of the impregnated paper and press-laminated panel, including but not limited to the construction, decoration and installation works within the scope of design and construction drawings, external ancillary structures, roads and fences, water supply and drainage, strong and weak current pipelines, landscape greening works, as well as external and internal equipment foundations and storage tanks.
(4) Contract Price 1:
RMB35.2 million (tax inclusive) (equivalent to approximately HK$38.7 million) subject to the adjustment of the project settlement auditing.
As supplemented by the Supplemental Agreement the contract price has been increased by RMB7.0 million (tax inclusive) (equivalent to approximately HK$7.7 million) subject to the adjustment of the project settlement auditing.
The aggregate contract price is RMB42.2 million (tax inclusive) (equivalent to approximately HK$46.4 million) subject to the adjustment of the project settlement auditing (“Contract Price 1”).
The Contract Price 1 is funded by internal resources and bank loan facilities of the Company.
(5) Basis of the Contract Price 1:
The Contract Price 1 was determined after arm’s length negotiations between Guigang Shenglong and the Contractor, with reference to (i) the expected scope, complexity and quality of the construction works, (ii) the anticipated material and labour costs, and (iii) the prevailing market prices for carrying out construction works of comparable scale, complexity and quality.
(6) Construction Period:
The construction works commenced on 31 December 2024 and are expected to be completed within 300 calendar days after the commencement of the construction works. As at the Latest Practicable Date, the Construction Works 1 are complete, and parties are waiting for the independent audit report regarding the Total Audited Contract Price 1. The independent audit report is expected to be circulated to the company in April 2026.
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LETTER FROM THE BOARD
(7) Payment terms and schedule:
Prepayment:
(i) 30% of the Contract Price 1 shall be paid within 5 days of commencement of the construction works;
Construction Progress Payment:
(ii) 20% of the Contract Price 1 shall be paid within 7 days after completion of the foundation works of the construction works and confirmation by Guigang Shenglong;
(iii) 15% of the Contract Price 1 shall be paid within 7 days after completion of the concrete construction of the main frame structure and confirmation by Guigang Shenglong;
(iv) 15% of the Contract Price 1 shall be paid within 7 days after completion of exterior wall painting and confirmation by Guigang Shenglong;
(v) 10% of the Total Audited Contract Price 1 shall be paid within 7 days from the date of passing the acceptance checking of the Construction Works 1;
(vi) 9.5% of the Total Audited Contract Price 1 (inclusive 1.0% of the Total Audited Contract Price 1 as quality assurance fund) shall be paid within 7 days after one year from the date of passing the acceptance checking of the Construction Works 1; and
(vii) 0.5% of the Total Audited Contract Price 1 as quality assurance fund shall be paid within 7 days after two years from the date of passing the acceptance checking of the Construction Works 1.
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LETTER FROM THE BOARD
The Total Audited Contract Price 1 is derived through a structured audit process. The Contractor first submits a detailed settlement application with supporting documents after project completion. Within 7 days, the employer forwards these materials to an audit institution mutually agreed upon by both parties, who reviews the costs against local pricing rules, market indices and contract terms. Guigang Shenglong then issues feedback within a set timeframe depending on project size. Should revisions be required, the contractor must resubmit within 28 days, after which both parties sign off the figure, which is the Total Audit Contract Price 1. Further, for discrepancies exceeding 5% in the finalised Total Audited Contract Price 1 as compared to the submitted cost, the Contractor bears the adjustment for the excess.
As at the Latest Practicable Date, the Contractor has submitted the detailed settlement application for determination of the Total Audited Contract Price 1. Save as to the 0.5% quality assurance fund detailed under clause (7) (vii), full settlement is expected in December 2026. Based on the stage payments made up to the Latest Practicable Date under the construction progress payment schedule set out above (subject to finalisation through negotiation between the Contractor and Guigang Shenglong which have resulted in or are expected to only result in minor adjustments), 71.1% of Contract Price 1 has been paid by our Group.
(8) Legal Effect:
Construction Contract 1 became effective upon (i) execution by Guigang Shenglong and the Contractor, and (ii) approval from Shareholders as required by the GEM Listing Rules.
THE CONSTRUCTION CONTRACT 2
On 26 February 2025, Guangdong Shenglong, an indirect wholly-owned subsidiary of the Company, won the bid in respect of the Land Use Rights of Land 2 situated at Qingyuan City, the PRC, through public tender for a consideration of RMB19,610,000.00.
On 28 March 2025, Guangdong Shenglong, entered into the Construction Contract 2 with the Contractor, pursuant to which the Contractor agreed to undertake the Construction Works 2 in respect of the Guangdong Factory on the Land 2 at the Total Contract Price of RMB76.0 million (tax inclusive) (equivalent to approximately HK$83.6 million, subject to the adjustment of the project settlement auditing).
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LETTER FROM THE BOARD
A summary of the principal terms of the Construction Contract 2 is as follows:
(1) Date: 28 March 2025
(2) Parties:
(i) Guangdong Shenglong; and
(ii) The Contractor.
To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Directors confirm that as at the Latest Practicable Date, the Contractor and its ultimate beneficial owner(s) are independent third parties of the Group and its connected persons (as defined under the GEM Listing Rules).
(3) Scope of Construction Works 2:
The Contractor shall be responsible for the construction works of the factory of the impregnated paper and press-laminated panel, including but not limited to the construction, decoration and installation works within the scope of design and construction drawings, external ancillary structures, roads and fences, water supply and drainage, strong and weak current pipelines, landscape greening works, as well as external and internal equipment foundations and storage tanks.
(4) Contract Price 2:
RMB76.0 million (tax inclusive) (equivalent to approximately HK$83.6 million), subject to the adjustment of the project settlement auditing ("Contract Price 2").
The Contract Price 2 is funded by internal resources and bank loan facilities of the Company.
(5) Basis of the Contract Price 2:
The Contract Price 2 was determined after arm's length negotiations between Guangdong Shenglong and the Contractor, with reference to (i) the expected scope, complexity and quality of the construction works, (ii) the anticipated material and labour costs, and (iii) the prevailing market prices for carrying out construction works of comparable scale, complexity and quality.
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LETTER FROM THE BOARD
(6) Construction Period:
The construction works commenced on 31 March 2025 and are expected to be completed within 365 calendar days after the commencement of the construction works. As at the Latest Practicable Date, construction works are still ongoing, and are expected to be completed by 30 April 2026.
(7) Payment terms and schedule:
Prepayment:
(i) 10% of the Contract Price 2 shall be paid within 5 days of commencement of the construction works;
Construction Progress Payment:
(ii) 20% of the Contract Price 2 shall be paid within 7 days after completion of the foundation works of the construction works and confirmation by Guangdong Shenglong;
(iii) 15% of the Contract Price 2 shall be paid within 7 days after completion of the structural floor works of the second-floor and confirmation by Guangdong Shenglong;
(iv) 15% of the Contract Price 2 shall be paid within 7 days after completion of the concrete construction of the main frame structure and confirmation by Guangdong Shenglong;
(v) 15% of the Contract Price 2 shall be paid within 7 days after completion of exterior wall painting and confirmation by Guangdong Shenglong;
(vi) 5% of the Total Audited Contract Price 2 shall be paid within 7 days from the date of passing the acceptance checking of the Construction Works 2;
(vii) 19.5% of the Total Audited Contract Price 2 (inclusive 1.0% of the Total Audited Contract Price 2 as quality assurance fund) shall be paid within 7 days after one year from the date of passing the acceptance checking of the Construction Works; and
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LETTER FROM THE BOARD
(viii) 0.5% of the Total Audited Contract Price 2 as quality assurance fund shall be paid within 7 days after two years from the date of passing the acceptance checking of the Construction Works 2.
The Total Audited Contract Price 2 is derived through a structured audit process. The Contractor first submits a detailed settlement application, which is expected to be delivered in May 2026, with supporting documents after project completion. Within 7 days, the employer forwards these materials to an audit institution mutually agreed upon by both parties, who reviews the costs against local pricing rules, market indices and contract terms. Guangdong Shenglong then issues feedback within a set timeframe depending on project size. Should revisions be required, the Contractor must resubmit within 28 days, after which both parties sign off the figure, which is the Total Audited Contract Price 2. Further, for discrepancies exceeding 5% in the finalised Total Audited Contract Price 2 as compared to the submitted cost, the Contractor bears the adjustment for the excess.
As at the Latest Practicable Date, the Contractor has yet to submit the detailed settlement application for determination of the Total Audited Contract Price 2. Based on the stage payments made up to the Latest Practicable Date under the construction progress payment schedule set out above (subject to finalisation through negotiation between the Contractor and Guangdong Shenglong which have resulted in or are expected to only result in minor adjustments), 76.7% of Contract Price 2 has been paid by our Group.
(8) Legal Effect:
Construction Contract 2 became effective upon (i) execution by Guangdong Shenglong and the Contractor, and (ii) approval from Shareholders as required by the GEM Listing Rules.
LETTER FROM THE BOARD
REASONS FOR AND BENEFITS OF ENTERING INTO THE CONSTRUCTION CONTRACTS
Guigang Shenglong acquired the land use right of a parcel of industrial land totaling approximately 34,568.9 sq.m. (or 51.9 mu) located at Guangye Avenue and Gangcheng 3rd Road intersection, Guigang Industrial Park, Guigang City, Guangxi, China (貴港市產業園廣業大道與港城三路交叉口) for construction and operation of the factory, which will be principally engaged in the downstream business of stamping decorative paper on furniture. The Group is required to commence the Construction Works 1 on or before 31 December 2024 and complete the Construction Works 1 on or before 27 October 2025. As at the Latest Practicable Date, the Construction Works 1 are complete and parties are waiting for the independent audit report regarding the Total Audited Contract Price 1.
Guangdong Shenglong acquired the land use right of a parcel of industrial land totaling approximately 27,818.9 sq.m. (or 41.7 mu) located at Guangqing Industrial Park, Guangqing Special Economic Cooperation Zone, Qingyuan City (清遠市廣清經濟特別合作區廣清產業園區) for construction and operation of the factory, which will be principally engaged in the downstream business of stamping decorative paper on furniture. The Group is required to commence the Construction Works 2 on or before 31 March 2025 and complete the Construction Works 2 on or before 31 March 2026.
To strengthen its strategy, the company is moving toward vertical integration—shifting from supplying materials to providing full solutions. At the new Guigang factory, new impregnation and veneer pressing steps are being added, placing it right inside the panel manufacturing cluster. This allows faster service and lets it offer high-value decorative wood veneers to customers. The new factory will cover key parts of the supply chain, helping the company respond quicker to the market, keep customers loyal, improve profits, and deliver long-term value to shareholders. In Guangdong, the company is adding impregnation and particleboard pressing to serve the custom furniture hub, supplying top brands directly with finished decorative panels. This deepens supply chain partnerships and helps set design trends. The new factory cover key parts of the supply chain, helping the company respond quicker to the market, keep customers loyal, improve profits, and deliver long-term value to shareholders.
Entering into Construction Contracts is in line with the business plan of the Group and will further enhance its production capacity and flexibility to facilitate the Group's business expansion in Guigang, the PRC. The Directors believe that the Construction Contracts align with the development strategy of the Group, and will further enhance the profitability of the Group and promote the long-term sustainable development of the Group.
The Directors (including independent non-executive Directors) consider that the terms of the Construction Contracts and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms in the ordinary course of business of the Group, and are in the interests of the Company and its Shareholders as a whole. The Group implemented adequate and appropriate internal control procedures to ensure the implementation of Construction Contracts would not affect the working capital or the operations of the Group.
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LETTER FROM THE BOARD
INFORMATION ON THE COMPANY, GUIGANG SHENGLONG AND GUANGDONG SHENGLONG
The Company
The Company together with its subsidiaries are principally engaged in the manufacturing and sales of decorative printing materials products which mainly comprise of (i) decorative paper; (ii) melamine impregnated paper; and (iii) PVC flooring film. The Group served over 500 customers in both domestic and overseas markets.
Guigang Shenglong
Guigang Shenglong is a company established in the PRC with limited liability and is an indirect wholly-owned subsidiary of the Company, which is principally engaged in the manufacturing and sales of decorative printing materials products in the PRC.
Guangdong Shenglong
Guangdong Shenglong is a company established in the PRC with limited liability and is an indirect wholly-owned subsidiary of the Company, which is principally engaged in the manufacturing and sales of decorative printing materials products in the PRC.
INFORMATION OF THE CONTRACTOR
The Contractor is a company established in the PRC with limited liability. Based on publicly available information and to the best knowledge, information and belief of the Directors, (i) the Contractor principally engages in the operation of construction projects and municipal public works in the PRC; and (ii) the Contractor has a diverse shareholder base and the single largest shareholder of the Contractor is Hangzhou Yuhe Construction Materials Co., Ltd (杭州餘合建材有限公司) ("Hangzhou Yuhe") which holds approximately 42.1% interest in the Contractor, followed by Hangzhou Lin'an Zhonglihao Trading Co., Ltd. (杭州臨安中利好商貿有限公司) ("Hangzhou Lin'an Zhonglihao") (approximately 31.6%) and Hangzhou Lin'an Minding Trading Co., Ltd (杭州臨安民鼎貿易有限公司) ("Hangzhou Lin'an Minding Trading") (approximately 26.3%). and Hangzhou Yuhe is owned as to approximately 62.5% by Yu Ji (餘驊), 25% by Xu Zhengliang (徐正良), and 12.5% by Wang Dianhe (王殿合). Hangzhou Lin'an Zhonglihao is owned as to approximately 51.0% by Jin Jianfeng (金劍鋒), 33.0% by Xu Liming (徐黎明) and 16.0% by Jin Jiahui (金家輝). Hangzhou Lin'an Minding Trading is owned as to approximately 40.0% by Shen Tu Huamin (申屠華民), 40.0% as to Li Gaomin (李高民) and 20.0% as to Li Youmin (李有民). The Contractor holds the relevant construction qualifications, including any necessary provincial or nationwide licenses as required under the laws of the PRC, as required under the laws of the PRC for the Construction Works it undertakes under the Construction Contract. The Directors believe that the Contractor is qualified under the relevant laws of the PRC to undertake the Construction Works.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Contractor, Hangzhou Yuhe, Hangzhou Lin'an Zhonglihao and Hangzhou Lin'an Minding Trading and their shareholders are third parties independent of the Company and connected persons of the Company.
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LETTER FROM THE BOARD
In the past twelve months, there has been no material loan arrangement between (a) the Contractor, any of its directors and legal representatives and/or any of its ultimate beneficial owners; and (b) the Company, any connected person at the Company's level and/or connected person at the subsidiary level (to the extent that such subsidiary is involved in the transaction contemplated under the Construction Contract).
FINANCIAL EFFECTS OF THE CONSTRUCTION CONTRACT ON THE GROUP
When the Total Contract Price under the Construction Contracts is incurred, the relevant portion of the Total Contract Price will be capitalised to "construction in progress" in the consolidated balance sheet of the Group. Upon completion of the Construction Works, the amount under "construction in progress" will be transferred to "property, plant and equipment". As at the Latest Practicable date, none of the amount has been transferred to "property, plant and equipment". The payment of the Total Contract Price, and the payments and expenses incurred and to be incurred in connection with the Construction Works would result in a decrease in "cash and cash equivalents" and/or an increase in "bank borrowings". It is expected that completion of the Construction Works will have no impact on the net assets of the Group as the Total Contract Price will be settled by internal resources and bank loans of the Group.
The Company considers that there will not be any material effect on the earnings of the Group immediately due to the execution of the Construction Contracts. Since the Total Contract Price is expected to be funded by internal resources and bank loans of the Group, the cash and cash equivalents of the Group will decrease and the Group's bank borrowings will increase, and as a result, the bank interest income of the Group will be reduced and the finance costs from interest-bearing loans will increase. The finance costs from interest-bearing loans that are directly attributable to the Construction Works will be capitalised in the construction cost of the plant during the construction period.
GEM LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios calculated for the Construction Contract 1 in accordance with the GEM Listing Rules exceed 25% but are all not more than 100%, the transaction contemplated under the Construction Contract 1 constitutes a major transaction on the part of the Company and is therefore subject to the reporting, announcement, circular and Shareholders' approval requirements under Chapter 19 of the GEM Listing Rules.
As one or more of the applicable percentage ratios calculated for the Construction Contract 2 in accordance with the GEM Listing Rules exceed 25% but are all not more than 100%, the transaction contemplated under the Construction Contract 2 constitutes a major transaction on the part of the Company and is therefore subject to the reporting, announcement, circular and Shareholders' approval requirements under Chapter 19 of the GEM Listing Rules.
LETTER FROM THE BOARD
References are made to the announcement of the Company dated 25 July 2024 and the circular of the Company dated 27 August 2024 in relation to the entering of a construction contract between Huangshan Shenglong and the Contractor in respect of the construction of a factory and industry research center (“Construction Contract (Huangshan)”). Since the subject matter for Construction Contract 1, Construction Contract 2 and Construction Contract (Huangshan) are different and concern construction at different location, the transactions contemplated under Construction Contract 1, Construction Contract 2 and/or Construction Contract (Huangshan) are not aggregated pursuant to Rule 19.22 of the GEM Listing Rules notwithstanding the fact that all the contracts are entered into with the Contractor.
As at the date of this circular and to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder or any of its close associates has any material interest in the Construction Contracts and the transaction contemplated thereunder, and therefore no Shareholder is required to abstain from voting under the GEM Listing Rules if the Company were to convene a general meeting for the approval of the Construction Contracts.
REASONS FOR THE NON-COMPLIANCE WITH THE GEM LISTING RULES
The Construction Contracts constituted two major transactions for the Company under Chapter 19 of the GEM Listing Rules. The Company’s failure to announce the major acquisitions and to issue circular in a timely manner constituted a breach of the GEM Listing Rules. The non-compliance was due to the management’s misunderstanding and misinterpretation of Chapter 19 of the GEM Listing Rules and the non-compliance was inadvertent and unintentional, with the mistaken belief that the Construction Contracts would not constitute “transactions” under Chapter 19 of the GEM Listing Rules.
The details of the transactions contemplated under the Construction Contracts were identified by the Company during the course of evaluating the potential transaction to be entered into by the Company.
REMEDIAL MEASURES
The Board, having been fully informed of the facts of the transactions disclosed herein, considers that the failure to comply with the GEM Listing Rules was inadvertent and can be avoided going forward.
LETTER FROM THE BOARD
The Company takes the incident seriously and the Company shall take the following measures and actions to prevent similar instance(s) of non-compliance in the future:
| Remedial Action No. | Remedial Action | Implementation Timeline |
|---|---|---|
| 1. | The Company will arrange external advisers to provide ongoing trainings on legal and regulatory requirements applicable to the transactions of the Group which may fall under Chapter 19 of the GEM Listing Rules to the Directors, senior management, investment team and relevant employees of the Group (at least once every 6 months); | Such enhancement policy and procedure has been in place as at the date of this circular |
| 2. | The Company has enhanced its written policy and procedure on notifiable transactions in order to regulate the procedures on identification, approval and disclosure and monitoring of the notifiable transactions by requiring the investment team, the subsidiaries of the Company and the Company to provide the list of proposed transactions with the material terms to the company secretary for review. The company secretary should review and ascertain if those transactions will be conducted in compliance with the applicable requirements under the GEM Listing Rules and the relevant rules and regulations. If a transaction is identified as a notifiable transaction, the related documentation be reported to the Board for approval; | Such enhancement policy and procedure has been in place as of the date of this circular |
| 3. | The Board has further emphasized in an internal memorandum circulated to the working group that it should continue to assess the notifiable transactions in accordance with the requirements of the GEM Listing Rules; | Such enhancement policy and procedure has been in place as of the date of this circular |
– 17 –
LETTER FROM THE BOARD
| Remedial Action No. | Remedial Action | Implementation Timeline |
|---|---|---|
| 4. | The company secretary of the Company and the compliance department will strengthen the coordination and reporting arrangements for notifiable transactions among its subsidiaries and emphasise the importance of compliance with the GEM Listing Rules through, among others, implementing the remedial measures disclosed in this part; | Such enhancement policy and procedure has been in place as of the date of this circular |
| 5. | The Company will designate a team of management and accounting staff to (i) regularly update the threshold of notifiable transactions; and (ii) to review all proposed transactions to be entered into by the Group exceeding such threshold and to report to the Board; | Such enhancement policy and procedure has been in place as at the date of this circular |
| 6. | The Company will provide detailed guidelines relating to notifiable transactions under the GEM Listing Rules for all Directors as well as senior management in order to strengthen and reinforce their existing knowledge relating to notifiable transactions and also their ability to point out and locate potential issues; | Such enhancement policy and procedure has been in place as at the date of this circular |
| 7. | To ensure compliance, the Company will implement a reporting protocol. Under this protocol, staff are required to assess any proposed transaction and must promptly notify the company secretary of the Company if there is any possibility that it could constitute a notifiable transaction, or if they are in any doubt before the transaction proceeds. The designated personnel will then conduct a further review, ensure all reporting obligations are met, and submit the matter to the Board for approval; and | Around 1 month from the date of this circular |
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LETTER FROM THE BOARD
| Remedial Action No. | Remedial Action | Implementation Timeline |
|---|---|---|
| 8. | The Company will proactively engage independent professional advisors and/or the Hong Kong Stock Exchange on its ongoing obligations to provide guidance on its ongoing obligations under the GEM Listing Rules. This consultation will be sought as a standard step prior to the execution of any notifiable transactions or related-party advancements. | N/A |
WRITTEN SHAREHOLDERS' APPROVAL
As at the date of this circular, Bright Commerce Investment Limited, a company wholly owned by Mr. Sheng, holds 239,950,000 Shares, representing approximately 48.53% of the shareholding of the Company. Mr. Sheng directly holds 58,330,000 Shares as beneficial owner, representing approximately 11.89% of the shareholding of the Company. Therefore, Bright Commerce Investment Limited and Mr. Sheng, being a closely allied group of Shareholders, are interested in an aggregate of 298,280,000 shares of the total issued shares of the Company, representing approximately 60.82% of the shareholding of the Company.
In accordance with Rule 19.44 of the GEM Listing Rules, a written Shareholders' approval from Bright Commerce Investment Limited and Mr. Sheng has been obtained and may be accepted in lieu of holding a general meeting of the Company to approve the Construction Contracts and the transaction contemplated thereunder. As such, no general meeting of the Company will be convened.
RECOMMENDATIONS
The Directors, including the independent non-executive Directors, consider that while the entering into of the Construction Contracts is not in the ordinary and usual course of business of the Group, the Construction Contracts were entered into respectively upon normal commercial terms following arm's length negotiations between (i) Guigang Shenglong and the Contractor; and (ii) Guangdong Shenglong and the Contractor and that the terms of Construction Contract 1 and Construction Contract 2 are fair and reasonable and are in the interests of the Company and its Shareholders as a whole. If a general meeting were to be convened for the approval of the Construction Contract, the Board would recommend its Shareholders to vote in favour of the resolution to approve the Construction Contract at such general meeting.
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LETTER FROM THE BOARD
ADDITIONAL INFORMATION
Your attention is drawn to the financial and general information as set out in the appendices to this circular.
By Order of the Board
Shenglong Splendecor International Limited
Sheng Yingming
Chairman, Chief Executive Officer and Executive Director
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APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
1. FINANCIAL INFORMATION OF THE GROUP
Details of the financial information of the Group for each of the three years ended 31 December 2022, 2023 and 2024 and its relevant notes have been disclosed in the relevant annual reports of the Company for the years ended 31 December 2022, 2023 and 2024, respectively, which have been published and are available on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.splendecor.com):
- the annual report 2022 of the Company for the year ended 31 December 2022 which was published on 29 March 2023 (available on: https://www1.hkexnews.hk/listedco/listconews/gem/2023/0329/2023032900405.pdf), please refer to pages 70 to 135 in particular;
- the annual report 2023 of the Company for the year ended 31 December 2023 which was published on 12 April 2024 (available on: https://www1.hkexnews.hk/listedco/listconews/gem/2024/0412/2024041200404.pdf), please refer to pages 69 to 135 in particular; and
- the annual report 2024 of the Company for the year ended 31 December 2024 which was published on 3 April 2025 (the "Annual Report 2024") (available on: https://www1.hkexnews.hk/listedco/listconews/gem/2025/0403/2025040301015.pdf), please refer to pages 67 to 133 in particular.
2. INDEBTEDNESS STATEMENT
As at the close of business of 28 February 2026, being the latest practicable date for the purpose of determining the indebtedness of the Group prior to the printing of this circular, the indebtedness of the Group primarily included:
Bank borrowings
| | As at 28 February 2026
RMB'000 |
| --- | --- |
| Non-current: | |
| Secured and guaranteed long-term bank borrowings | 222,275 |
| Unsecured and guaranteed long-term bank borrowings | 70,000 |
| Secured and unguaranteed long-term bank borrowings | 173,150 |
| Unsecured and unguaranteed long-term bank borrowings | 25,000 |
| | 490,425 |
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
As at
28 February 2026
RMB'000
Current:
Unsecured and unguaranteed short-term bank borrowings
80,000
Total bank borrowings
570,425
As at 28 February 2026, being the latest practicable date for the preparation of the indebtedness statement prior to the printing of this circular, the Group had total bank facilities of RMB1,030,000,000, of which RMB459,575,000 were unutilised and can be drawn down.
Lease liabilities
As at 28 February 2026, the Group had lease liabilities with carrying amount of RMB98,000, which was secured by our rental deposits and unguaranteed.
Save as aforesaid and apart from intra-group liabilities, as at the close of business on 28 February 2026, the Group did not have any debt securities issued and outstanding or authorised or otherwise created but unissued, term loans, whether guaranteed, unguaranteed, secured (whether the security is provided by the Company or by third parties) or unsecured, other borrowings or indebtedness in the nature of borrowing, including bank overdrafts, liabilities under acceptances (other than normal trade bills) or acceptance credits, debentures, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities, whether guaranteed, unguaranteed, secured or unsecured.
- MATERIAL ADVERSE CHANGE
As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up.
- WORKING CAPITAL
The Directors are of the opinion that, after taking into account the existing cash and bank balances, other internal resources and available existing unutilised credit facilities, the Group has sufficient working capital for its present requirements and to satisfy its requirements for at least the next 12 months from the date of publication of this circular. The Company has obtained the relevant confirmation as required under Rule 19.66(13) of the GEM Listing Rules.
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
5. FINANCIAL AND TRADING PROSPECT OF THE GROUP
The Group is principally engaged in the manufacturing and sales of decorative printing materials products which mainly comprise of (i) decorative paper; (ii) melamine impregnated paper; and (iii) PVC flooring film. The Group served over 500 customers in both domestic and overseas markets.
During the year ended 31 December 2025, challenges including high interest rates, geo-political tensions and Sino-US trade conflicts would still cloud the global economy despite the emergence of positive signals. The global business environment is consistently challenging in the short run and the geopolitical uncertainties have brought increased challenges to the Group. With the steady recovery of China's economy and looking forward, the Group will be more proactively integrating into this dynamic market. The decorative printing material industry may keep on the growth track in the coming year as demand for decorative paper will increase due to the economy recovery.
The proposed establishment of another manufacturing plant in She County is in line with the business plan of the Group and will further enhance its production capacity and flexibility to facilitate the Group's business expansion in She County, Huangshan City, Anhui Province, the PRC. The Directors believe that the new manufacturing plant aligns with the development strategy of the Group, and will further enhance the profitability of the Group and promote the long-term sustainable development of the Group. The Group will stick to its proven business strategies to maintain and strengthen its growth and performance. To sustain its well-recognised reputation in the market, the Group is exploring opportunities for expanding its business presence in the global decorative printing material market as well as developing other business partnerships that would be beneficial to the overall business development of the Group.
APPENDIX II
GENERAL INFORMATION
1. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.
2. DISCLOSURE OF INTERESTS
(a) Interests and short positions of Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations
As at the Latest Practicable Date, the interests and short positions in the shares, underlying shares and debentures of the Company or any associated corporation (with the meaning of Part XV of the SFO) held by the Directors and chief executive of the Company which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO) or have been entered in the register maintained by the Company pursuant to section 352 of the SFO, or as otherwise have been notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules are as follows:
Long position in ordinary Shares of the Company
| Name of Directors | Capacity/nature of interest | Number of ordinary Shares held/interested | Approximate percentage of shareholding (Note 2) |
|---|---|---|---|
| Mr. Sheng (Note 1) | Beneficial owner and interest in controlled corporation | 298,280,000 Shares | 60.82% |
Notes:
(1) There are 239,950,000 shares held by Bright Commerce Investment Limited which is wholly owned by Mr. Sheng and hence, Mr. Sheng is deemed or taken to be interested in all the shares held by Bright Commerce Investment Limited for the purpose of SFO.
(2) The percentage is calculated on the basis of 490,420,000 shares in issue at the Latest Practicable Date.
APPENDIX II
GENERAL INFORMATION
Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company had any other interests or short positions in any shares, underlying shares or debentures of the Company, any of its Group members or its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, or pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules to be notified to the Company and the Stock Exchange.
(b) Interests and short positions of the substantial shareholders in the shares and underlying shares of the Company
So far as was known to the Directors and the chief executive of the Company, as at the Latest Practicable Date, the following persons/entities (not being the Director or chief executive of the Company) had, or deemed to have, interests or short positions in the shares or underlying shares of the Company, its Group members and/or associated corporations which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which recorded in the register required to be kept by the Company under Section 336 of the SFO:
| Name of Shareholders | Capacity/nature of interest | Number of Shares held/interested
(Note 1) | Approximate percentage of shareholding
(Note 4) |
| --- | --- | --- | --- |
| Bright Commerce Investment Limited | Beneficial owner | 239,950,000 shares | 48.93% |
| Mr. Sheng | Beneficial interest and interest in controlled corporation
(Note 2) | 298,280,000 shares | 60.82% |
| Ms. Chen Deqin
(Note 3) | Interest of spouse | 298,280,000 shares | 60.82% |
Notes:
- All interests stated are long positions.
- Bright Commerce Investment Limited is wholly-owned by Mr. Sheng and Mr. Sheng is therefore deemed to be interested in all the shares held by Bright Commerce Investment Limited for the purposes of SFO.
- Ms. Chen Deqin is the spouse of Mr. Sheng. She is deemed, or taken to be, interested in all shares in which Mr. Sheng is interested for the purposes of SFO.
- The percentage is calculated on the basis of 490,420,000 shares in issue at the Latest Practicable Date.
APPENDIX II
GENERAL INFORMATION
Save as disclosed above, as at the Latest Practicable Date, according to the register of interests required to be kept by the Company under Section 336 of the SFO, there was no person or corporation (other than the Directors and chief executive of the Company) who had any interests or short position in the shares and/or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 or Part XV of the SFO.
3. COMPETING INTERESTS
As at the Latest Practicable Date, none of the Directors, the controlling Shareholders, substantial shareholders or its/his/her respective close associates (as defined under the GEM Listing Rules) was considered to have an interest in a business which competes or was likely to compete, either directly or indirectly, with the business of the Group other than those business to which the Directors, the controlling Shareholders, substantial shareholders or his or her close associates were appointed to represent the interests of the Company and/or the Group.
4. DIRECTORS' INTEREST IN CONTRACTS AND ASSETS OF THE GROUP
As at the Latest Practicable Date, save as disclosed in the Annual Report 2024,
(a) none of the Directors were materially interested in any contract or arrangement subsisting and which was significant in relation to the business of the Group; and
(b) none of the Directors had any interest, direct or indirect, in any assets which had been acquired or disposed of by or leased to any member of the Group or were proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up.
5. MATERIAL CONTRACTS
As at the Latest Practicable Date, the following are contracts (not being contracts entered into in the ordinary course of business carried on or intended to be carried on by the Group) which had been entered into by the members of the Group within the two years immediately preceding and including the Latest Practicable Date:
(a) State-owned Construction Land Use Right Grant Contract (國有建設用地使用權出讓合同) entered into between Huangshan Shenglong and the Natural Resources and Planning Bureau of She County (歙縣自然資源和規劃局) on 26 June 2024 in respect of the land use right of a parcel of industrial land totaling approximately 122,836 sq.m. (or 184 mu) located at Chengdong Park of She County Economic Development Zone* (歙縣經濟開發區城東園區) at the total consideration of RMB36,850,890;
- II-3 -
APPENDIX II
GENERAL INFORMATION
(b) Construction Contract entered into between Huangshan Shenglong and the Contractor on 25 July 2024 in respect of the construction of the Factory and Industry Research Center on the Land at the Total Contract Price of RMB220.0 million (tax inclusive) (equivalent to approximately HK$236.1 million), subject to the adjustment of the project settlement auditing;
(c) Construction Contract 1 entered into between Guigang Shenglong and the Contractor on 28 December 2024; and
(d) Construction Contract 2 entered into between Guangdong Shenglong and the Contractor on 28 March 2025.
6. LITIGATION
As at the Latest Practicable Date, no member of the Group was engaged in any litigation or claims of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.
7. DIRECTORS' SERVICE CONTRACTS
Each of the executive Directors has entered into a service contract with the Company for a term of three years and will continue thereafter subject to termination by either party giving not less than three month’s written notice.
Each of the independent non-executive Directors has entered into a service contract with the Company for a term of one year, renewable automatically for successive terms of one year each commencing from the day after the expiry of the then current term of the service contract and until terminated by either party giving not less than three months’ written notice.
Save as disclosed aforesaid, none of our Directors has or is proposed to enter into a service contract/letter of appointment with the Company or any member of the Group (other than contracts expiring or determinable by any member of the Group within one year without payment of compensation (other than statutory compensation).
8. GENERAL
(a) The registered office of the Company is at P.O. Box 1350, Windward 3, Regatta Office Park, Grand Cayman KY1-1108, Cayman Islands.
(b) The Cayman Islands principal share registrar and transfer office of the Company is Ocorian Trust (Cayman) Limited, P.O. Box 1350, Windward 3, Regatta Office Park, Grand Cayman KY1-1108, Cayman Islands.
APPENDIX II
GENERAL INFORMATION
(c) The Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.
(d) The Company's headquarters and principal place of business of the Company in the PRC is located at No. 55 Shangyang Road, Yangdai Village, Jinnan sub-district, Lin'an, Hangzhou, Zhejiang Province, the PRC.
(e) The Company's principal place of business in Hong Kong is at Room 3201, 32/F, Alexandra House, 18 Chater Road, Central, Hong Kong.
(f) The company secretary of the Company is Mr. Chan Wai Lung (陳偉龍). Mr. Chan Wai Lung has approximately 25 years of experience in financial and accounting management, corporate governance and compliance affairs. Mr. Chan Wai Lung holds a master's degree in Professional Accounting from The Hong Kong Polytechnic University and is a member of the Hong Kong Institute of Certified Public Accountants.
(g) The compliance officer of the Company is Mr. Fang Xu (方旭). Prior to joining the Group, Mr. Fang Xu worked as a technician at Hangzhou Shenzhou Digital Co., Ltd. (杭州神州數碼有限公司) which was an integrated IT services provider, who was primarily responsible for design and development of audio and video application systems from August 2010 to May 2012. Mr. Fang Xu graduated from Hangzhou Dianzi University (杭州電子科技大學) in the PRC with a bachelor's degree in integrated circuit design and integration system in June 2009. He joined the Group in June 2012 as a production assistant, who was primarily responsible for assisting the head of production department in the management of production and has been the vice general manager of Zhejiang Shenglong Decoration Material Co., Ltd since June 2015. Mr. Fang Xu was appointed as an executive Director on 23 August 2016.
(h) The English text of this circular shall prevail over the Chinese text in the case of inconsistency.
- II-5 -
APPENDIX II
GENERAL INFORMATION
9. AUDIT COMMITTEE
The Company has established the audit committee (the "Audit Committee") on 22 June 2017 with written terms of reference in compliance with Rules 5.28, 5.29 and 5.33 of the GEM Listing Rules and code provisions D.3.3 and D.3.7 of Part 2 of the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules. The primary duties of the Audit Committee are, among other things, to review and supervise the financial reporting process and internal control system of the Group. The Audit Committee comprises three members, namely Mr. Tso Ping Cheong Brian, Mr. Ma Lingfei and Mr. Zheng Yong. Mr. Tso Ping Cheong Brian is the chairman of the Audit Committee, who holds the appropriate qualifications as required under Rules 5.05(2) and 5.28 of the GEM Listing Rules. The biography details of the members of the Audit Committee are set out below:
(a) Mr. Tso Ping Cheong Brian (曹炳昌) ("Mr. Tso"), aged 46, was appointed as an independent non-executive Director on 1 June 2018. He is responsible for providing independent advice to the Board. He is the chairman of the audit committee, and a member of the nomination committee and remuneration committee of the Company. Mr. Tso has over 18 years of experience in accounting and financial management. From September 2003 to November 2008, he worked in Ernst & Young with last position as manager. From December 2008 to May 2010, he was the financial controller of Greenheart Group Limited (formerly known as Omnicorp Limited) (Stock code: 94). From May 2010 to August 2012, He was the senior vice president of Maxdo Project Management Company Limited. From January 2013 to present, he has been the sole proprietor of Teton CPA Company, an accounting firm. Mr. Tso obtained his bachelor's degree in accountancy from the Hong Kong Polytechnic University in November 2003. He obtained his master's degree in corporate governance from the Hong Kong Polytechnic University in October 2013. Mr. Tso is currently a practising and fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Chartered Governance Institute. Mr. Tso served as an independent non-executive director of Larry Jewelry International Company Limited (Stock code: 8351) from October 2014 to September 2019, Guru Online (Holdings) Limited (Stock code: 8121) from May 2014 to May 2023 and EFT Solutions Holdings Limited (Stock code: 8062) from September 2019 to January 2024. He is currently an independent non-executive director of Huasheng International Holding Limited (formerly known as Newtree Group Holdings Limited) (Stock code: 1323) since February 2015 and Maxicity Holdings Limited (Stock code: 2295) since November 2019.
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APPENDIX II
GENERAL INFORMATION
(b) Mr. Ma Lingfei (馬靈飛) (“Mr. Ma”), aged 67, was appointed as an independent non-executive Director on 22 June 2017. He is responsible for providing independent advice to the Board. He is the chairman of the nomination committee, and a member of the audit committee and remuneration committee of the Company. Mr. Ma, who has currently retired, was engaged in wood science and technology research before retirement. He worked as a professor at School of Engineering, Zhejiang A & F University (浙江農林大學), and served as a deputy director of National Engineering Research Center for Comprehensive Utilisation of Wood Resources (國家木質資源綜合利用工程技術研究中心) who was primarily engaged in the research of processing plate. Mr. Ma graduated from Zhejiang A & F University majoring in forestry in January 1982. He obtained a doctorate degree in agriculture from Kyoto University in Japan in November 1998. Since January 1982, Mr. Ma worked at Zhejiang A & F University as a lecturer and researcher of wood science and technology research. During the period from April 1999 to May 2002, Mr. Ma joined the Institute of Wood Technology, Akita Prefectural University in Japan as a temporary research scientist. From September 2007 to March 2008, he was a foreign visiting scholar* (招聘外國人學者) of Research Institute for Sustainable Humanosphere, Kyoto University in Japan.
(c) Mr. Zheng Yong (鄭永) (“Mr. Zheng”), aged 53, was appointed as an independent non-executive Director on 1 June 2022. He is responsible for providing independent advice to the Board. He is the chairman of the remuneration committee, and a member of the audit committee and nomination committee of the Company. Mr. Zheng is mainly engaged in teaching and research in the areas of accounting, taxation, higher education studies, and corporate management. Mr. Zheng was a visiting scholar at the University of Toledo in July 2011. Since June 2016, Mr. Zheng has acted as the director of the accounting department social service center (會計學院社會服務中心) of Zhejiang University of Finance and Economics and deputy director of Zhejiang Province College Finance and Accounting Information Contest Office (浙江省大學生財會資訊化競賽辦公室副主任), respectively.
10. DOCUMENTS ON DISPLAY
Copies of the following documents will be published on the respective websites of the Company (www.splendecor.com) and the Stock Exchange (www.hkexnews.hk) for a period of fourteen (14) days from the date of this circular (both days inclusive):
(a) the Construction Contract 1;
(b) the Construction Contract 2; and
(c) the letter from the Board as set forth in this circular.