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SJM Holdings Limited Proxy Solicitation & Information Statement 2025
49535_rns_2025-04-28_a59d3db5-a594-4fe9-89dc-cec5e08dc066.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in SJM Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
澳門博彩控股有限公司
SJM HOLDINGS LIMITED
incorporated in Hong Kong with limited liability Stock Code: 880
MANDATE TO ALLOT AND ISSUE SHARES UPON EXERCISE OF OPTIONS AND GENERAL MANDATE TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of SJM Holdings Limited to be held at Golden Restaurant, 1st Floor, China Merchants Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong on Tuesday, 10 June 2025 at 2:30 p.m. is set out in Appendix III to this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed proxy form 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 the holding of the annual general meeting or any adjournment thereof (excluding public holiday in Hong Kong). Completion and return of the proxy form will not preclude you from attending and voting at the annual general meeting or any adjourned meeting should you so wish.
29 April 2025
CONTENTS
Pages
Definitions 1
Letter from the Board
Introduction 3
Mandate to Allot and Issue Shares upon Exercise of Options and General Mandate to Repurchase Shares 4
Re-election of Directors 5
Annual General Meeting 6
General 7
Responsibility Statement 7
Recommendation 7
Appendix I Explanatory Statement in relation to Repurchase Mandate 8
Appendix II Details of Directors Proposed for Re-election 11
Appendix III Notice of Annual General Meeting 14
- i -
DEFINITIONS
In this circular, unless the context states otherwise, the following expressions shall have the following meanings:
“2024 Annual Report” the annual report of the Company for the financial year ended 31 December 2024
“AGM” the annual general meeting of the Company to be held at Golden Restaurant, 1st Floor, China Merchants Tower, Shun Tak Centre, Nos. 168–200 Connaught Road Central, Hong Kong on Tuesday, 10 June 2025 at 2:30 p.m.
“Articles of Association” the articles of association of the Company
“Board” the board of directors of the Company
“close associates” has the meaning ascribed to it under the Listing Rules
“Companies Ordinance” the Companies Ordinance, Chapter 622 of the Laws of Hong Kong
“Company” SJM Holdings Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the HKSE Main Board
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries
“HKSE Main Board” the Main Board of the Stock Exchange
“Hong Kong” or “Hong Kong SAR” the Hong Kong Special Administrative Region of the People’s Republic of China
“Issue Mandate” the unconditional mandate to be granted to the Directors to allot and issue Shares pursuant to the exercise of share options which were granted under the Share Option Scheme prior to the date of the AGM
“Latest Practicable Date” 23 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
“Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
– 1 –
DEFINITIONS
"Macau" or "Macau SAR" the Macau Special Administrative Region of the People's Republic of China
"Notice of AGM" the notice dated 29 April 2025 convening the AGM as set out in Appendix III to this circular
"Repurchase Mandate" the general and unconditional mandate to be granted to the Directors to repurchase Shares of up to a maximum of 10% of the issued Shares at the date of the AGM
"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
"Share(s)" ordinary share(s) in the share capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
"Share Option Scheme" the share option scheme of the Company adopted by the Shareholders on 13 May 2009 which lapsed on 13 May 2019
"SJM" SJM Resorts, S.A. (in Portuguese) SJM Resorts, Limited (in English) (name changed from Sociedade de Jogos de Macau, S.A. since 9 June 2021), a joint stock company "sociedade anónima" incorporated under the laws of Macau and a subsidiary of the Company
"STDM" Sociedade de Turismo e Diversões de Macau, S.A. (in Portuguese) Macau Tourism and Amusement Company Limited (in English), a joint stock company "sociedade anónima" incorporated under the laws of Macau, and a controlling Shareholder
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" the Hong Kong Code on Takeovers and Mergers
"HK$" Hong Kong dollar(s), the lawful currency of Hong Kong
"%" per cent.
- 2 -
LETTER FROM THE BOARD
澳門博彩控股有限公司
SJM HOLDINGS LIMITED
incorporated in Hong Kong with limited liability Stock Code: 880
Executive Directors:
Ms. Ho Chiu Fung, Daisy (Chairman)
Mr. Fok Tsun Ting, Timothy (Co-Chairman)
Deputada Leong On Kei, Angela (Co-Chairman)
Dr. Chan Un Chan
Mr. Shum Hong Kuen, David
Registered Office:
18th Floor,
China Merchants Tower,
Shun Tak Centre,
Nos. 168–200 Connaught Road Central,
Hong Kong
Non-executive Director:
Mr. Tsang On Yip, Patrick
Independent Non-executive Directors:
Mr. Ho Hau Chong, Norman
Ms. Wong Yu Pok, Marina
Mr. Yeung Ping Leung, Howard
29 April 2025
To Shareholders
Dear Sir or Madam,
MANDATE TO ALLOT AND ISSUE SHARES UPON EXERCISE OF OPTIONS AND GENERAL MANDATE TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give Shareholders information on matters to be dealt with at the AGM, which include (i) the grant of mandate to allot and issue Shares upon exercise of options and general mandate to repurchase Shares, and (ii) the re-election of Directors.
LETTER FROM THE BOARD
MANDATE TO ALLOT AND ISSUE SHARES UPON EXERCISE OF OPTIONS AND GENERAL MANDATE TO REPURCHASE SHARES
Under section 141 of the Companies Ordinance, directors of a company shall not, without shareholders' prior approval in general meeting, allot new shares or grant rights to subscribe for, or to convert any security into shares in the company. The Company has a Share Option Scheme which was approved by the Shareholders on 13 May 2009 under which the Directors may grant to any participants of the Share Option Scheme share options to subscribe for Shares, subject to the terms and conditions as stipulated therein. Since the Share Option Scheme was lapsed on 13 May 2019, no further share options can be granted pursuant to the said scheme thereafter.
At the annual general meeting of the Company held on 26 June 2024, an unconditional mandate was given to the Directors to allot and issue Shares pursuant to the exercise of share options which were granted under the Share Option Scheme prior to the date of the annual general meeting of the Company held on 26 June 2024 and a general and unconditional mandate was also given to the Directors to exercise the powers of the Company to repurchase Shares in the Company up to a maximum of 10% of the issued Shares at that date. Pursuant to the terms of the said mandates, such mandates will lapse at the conclusion of the AGM. It will therefore be proposed at the AGM to grant the Directors the unconditional mandate to allot and issue Shares pursuant to the exercise of share options which were granted under the Share Option Scheme prior to the date of the AGM (the "Issue Mandate") and the general and unconditional mandate to repurchase Shares of up to a maximum of 10% of the issued Shares at the date of the AGM (the "Repurchase Mandate").
On the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the AGM, the Company would be allowed to repurchase a maximum of 710,180,536 Shares under the Repurchase Mandate.
Shareholders are invited to refer to the Notice of AGM for details of the said ordinary resolutions. An explanatory statement, as required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate, is also set out in Appendix I to this circular. Appendix I contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether or not to vote for or against the ordinary resolution to grant the Repurchase Mandate at the AGM.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
In accordance with Article 95 of the Articles of Association and the Corporate Governance Code set out in Appendix C1 to the Listing Rules, Mr. Tsang On Yip, Patrick (a Non-executive Director), Mr. Ho Hau Chong, Norman (an Independent Non-executive Director) and Ms. Wong Yu Pok, Marina (an Independent Non-executive Director) shall retire by rotation at the AGM. All retiring Directors, being eligible, offer themselves for re-election as Directors at the AGM.
Mr. Tsang On Yip, Patrick has specialised knowledge and extensive experience to bring valuable independent judgement to issues relating to the businesses of the Group. Mr. Ho Hau Chong, Norman and Ms. Wong Yu Pok, Marina have met all of the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules and the Board considers them to be independent. We therefore recommend you to re-elect all of them as Directors at the AGM.
The biographical details and interests in the Shares and other information as required under Rule 13.51(2) of the Listing Rules of all the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular. Save as disclosed in this circular, there are no other matters in relation to the above Directors that need to be brought to the attention of the Shareholders and there is no information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
The remuneration policy for the Directors is set out in the Corporate Governance Report contained in the 2024 Annual Report.
Under resolution No. 2, the re-election of each of the Directors proposed to be re-elected will be voted by the Shareholders individually.
LETTER FROM THE BOARD
ANNUAL GENERAL MEETING
The Notice of AGM is set out in Appendix III to this circular. The AGM will be held at Golden Restaurant, 1st Floor, China Merchants Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong on Tuesday, 10 June 2025 at 2:30 p.m.
There is enclosed a proxy form for use at the AGM. You are requested to complete the proxy form and return it to the registered office of the Company or deliver it by email to [email protected] in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the meeting (excluding public holiday in Hong Kong), whether or not you intend to be present at the meeting. The completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you wish to do so.
The chairman of the AGM will demand poll voting for all the resolutions set out in the Notice of AGM in accordance with the requirements of the Listing Rules and the Articles of Association.
Pursuant to Article 64(A) of the Articles of Association, on a poll, every member present in person or by proxy or representative shall have one vote for each Share of which he is the holder and which is fully paid up. A person entitled to cast more than one vote upon a poll need not use all his votes or cast all the votes he uses in the same way.
The results of the poll will be published by way of an announcement on the Company's website and website of the Stock Exchange in accordance with the requirements of the Listing Rules.
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LETTER FROM THE BOARD
GENERAL
In case of inconsistencies, the English version shall prevail.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Directors believe that the proposals mentioned above, including the proposals for the grant of the Issue Mandate and the Repurchase Mandate and the re-election of the Directors are in the interests of the Company and the Shareholders as a whole. Therefore, the Directors recommend the Shareholders vote in favour of all the relevant resolutions to be proposed at the AGM.
Yours faithfully,
For and on behalf of the Board of
SJM Holdings Limited
Ho Chiu Fung, Daisy
Chairman and Executive Director
- 7 -
APPENDIX I
EXPLANATORY STATEMENT IN RELATION TO REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to the Shareholders for their consideration of the proposed resolution in relation to the Repurchase Mandate and also constitutes the memorandum required under section 239 of the Companies Ordinance.
SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 7,101,805,366 Shares. Subject to the passing of resolution No. 6 approving the Repurchase Mandate as set out in the Notice of AGM and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 710,180,536 Shares until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the revocation or variation by ordinary resolution of Shareholders in general meeting, whichever is the earliest.
REASONS FOR REPURCHASES
The Directors believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its Shareholders as a whole. Trading conditions on the Stock Exchange have sometimes been volatile in recent years and if there are occasions in the future when depressed market conditions arise, repurchases of Shares may support the share price of the Company and lead to an enhancement of the net asset value of the Company and/or its earnings per Share. It would then be beneficial to those Shareholders who retain their investment in the Company since their respective interests in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company.
FUNDING OF REPURCHASES
Repurchases would be funded entirely from the Company's available cashflow or working capital facilities which are funds legally available for that purpose and in accordance with the applicable laws of Hong Kong and the Articles of Association.
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with its financial position as disclosed in the 2024 Annual Report) in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period. The Directors, however, do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors may from time to time be appropriate for the Company.
APPENDIX I
EXPLANATORY STATEMENT IN RELATION TO REPURCHASE MANDATE
TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code, and the provision may apply as a result of any such increase.
The Directors are not aware of any consequences, which may arise under the Takeovers Code as a result of any repurchase, which may be made under the Repurchase Mandate. As at the Latest Practicable Date, STDM was beneficially interested in approximately 54.81% of the issued Shares. Based on this shareholding, and in the event that the Directors were to exercise in full the power to repurchase Shares under the Repurchase Mandate, the shareholding of STDM would increase to approximately 60.90% of the issued Shares.
The Directors have no intention to exercise the Repurchase Mandate in such a way and to such extent that would give rise to obligations under the Takeovers Code. The Directors are not aware of any consequence of repurchases which would arise under the Takeovers Code and the repurchases will not lead to the Company's failure to comply with the public float requirement under the Listing Rules.
GENERAL
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates have any present intention to sell any Shares to the Company or its subsidiaries if the resolution in relation to the Repurchase Mandate is approved by the Shareholders.
No core connected person of the Company has notified the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to do so in the event that the resolution in relation to the Repurchase Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.
The Directors confirm that neither this explanatory statement nor the proposed share repurchase under the Repurchase Mandate has any unusual features.
APPENDIX I
EXPLANATORY STATEMENT IN RELATION TO
REPURCHASE MANDATE
SHARE REPURCHASE MADE BY THE COMPANY
The Company has not purchased any Share (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months prior to the Latest Practicable Date were as follows:
| Per Share | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 3.03 | 2.39 |
| May | 3.27 | 2.83 |
| June | 2.96 | 2.63 |
| July | 2.70 | 2.42 |
| August | 2.55 | 2.33 |
| September | 3.13 | 2.26 |
| October | 3.29 | 2.66 |
| November | 2.90 | 2.56 |
| December | 3.02 | 2.58 |
| 2025 | ||
| January | 2.69 | 2.33 |
| February | 2.51 | 2.29 |
| March | 2.57 | 2.37 |
APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors (as required by Rule 13.51(2) of the Listing Rules) that are subject to retirement by rotation at the AGM and proposed for re-election in accordance with Article 95 of the Articles of Association at the AGM:
Mr. Tsang On Yip, Patrick, aged 53, was elected as a Non-executive Director of the Company in June 2019. He has been a supervisory committee member of SJM and certain of its subsidiaries since March 2019. He is the co-CEO and a director of Chow Tai Fook Enterprises Limited. Mr. Tsang currently holds directorships in other five companies listed on the HKSE Main Board, namely, vice-chairman and executive director of i-CABLE Communications Limited, executive director of UMP Healthcare Holdings Limited, executive director of Melbourne Enterprises Limited, non-executive director of CTF Services Limited (formerly known as "NWS Holdings Limited"), and chairman and non-executive director of Giordano International Limited. He was a managing director and Head of Asia Fixed Income Capital Markets at Deutsche Bank AG, Hong Kong Branch before joining Chow Tai Fook Enterprises Limited. Mr. Tsang has extensive finance and investment expertise acquired over a 20-year career in investment banking.
Mr. Tsang is an appointed representative of Many Town Company Limited, a corporate director of STDM, a director of Chow Tai Fook (Holding) Limited, a governor of Chow Tai Fook Charity Foundation Limited, a director of Cheng Yu Tung Foundation Limited, a founder and a director of CTFE Social Solutions Limited, a member of the Election Committee, a vice-chairman of the Employers' Federation of Hong Kong and a member of the 14th Beijing Municipal Committee of Chinese People's Political Consultative Conference. He was a non-executive director of Greenheart Group Limited until May 2022 and a non-executive director of Integrated Waste Solutions Group Holdings Limited until August 2022, both of which are listed on the HKSE Main Board.
Mr. Tsang holds a Bachelor of Arts degree in Economics from Columbia College of Columbia University, U.S.A.
As at the Latest Practicable Date, Mr. Tsang did not have any interest in Shares or underlying Shares pursuant to Part XV of the SFO.
Save as aforesaid, Mr. Tsang did not hold directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor did he hold any other major appointments.
Save as aforesaid, Mr. Tsang has no relationship with any Director, senior management or substantial or controlling Shareholders.
Mr. Tsang entered into a letter of appointment with the Company as Non-executive Director on 15 June 2022 with no fixed term, but subject to the arrangements of retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association and the Listing Rules.
As a Non-executive Director, Mr. Tsang is entitled to receive from the Company an annual Director's base fee of HK$0.55 million and such other amount as the Remuneration Committee shall recommend and the Board shall approve which shall be determined in accordance with the Articles of Association. Such Director's fee is covered under his letter of appointment. He also received the 2024 Director's special fee of approximately HK$0.046 million from the Company. In addition, Mr. Tsang is entitled to receive a monthly fee of approximately HK$0.033 million from SJM as the base fee for serving as a supervisory committee member of SJM. He also received the 2024 special fee of approximately HK$0.033 million from SJM.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Ho Hau Chong, Norman, aged 69, was elected as an Independent Non-executive Director of the Company in June 2022. He has been a member of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Board since June 2022. He was re-designated from a member to the Chairman of the Audit Committee of the Board in June 2024.
Mr. Ho has extensive skills, knowledge and professional experience in accounting and finance, mergers and acquisitions, risk management, strategic planning and various business sectors, including property development and investment, hotel management and transportation services. He is an executive director of Honorway Investments Limited and Tak Hung (Holding) Company, Limited and has over 30 years of experience in management and property development.
Mr. Ho is currently an executive director of Miramar Hotel and Investment Company, Limited and Vision Values Holdings Limited as well as an independent non-executive director of Shun Tak Holdings Limited and Hong Kong Ferry (Holdings) Company Limited, all of which are listed on the HKSE Main Board. He was an independent non-executive director of Lee Hing Development Limited until October 2022, which was listed on the HKSE Main Board until October 2022.
Mr. Ho graduated from the University of Exeter in the United Kingdom with a Bachelor of Arts degree in 1976. He has also obtained professional qualification in accounting. Mr. Ho is currently a member of the Institute of Chartered Accountants in England and Wales and a fellow member of The Hong Kong Institute of Certified Public Accountants.
As at the Latest Practicable Date, Mr. Ho did not have any interest in Shares or underlying Shares pursuant to Part XV of the SFO.
Save as aforesaid, Mr. Ho did not hold directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor did he hold any other major appointments.
Mr. Ho has no relationship with any Director, senior management or substantial or controlling Shareholders.
Mr. Ho entered into a letter of appointment with the Company as Independent Non-executive Director on 15 June 2022 with an initial term of three years commencing from the date of election at the annual general meeting held by the Company on 15 June 2022, but subject to the arrangements of retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association and the Listing Rules.
As an Independent Non-executive Director, Mr. Ho is entitled to receive from the Company an annual Director's base fee of HK$0.891 million (including fees for acting as a member of the Remuneration Committee and the Nomination Committee, and the chairman of the Audit Committee) and such other amount as the Remuneration Committee shall recommend and the Board shall approve which shall be determined in accordance with the Articles of Association. Such Director's fee is covered under his letter of appointment. He also received the 2024 Director's special fee of approximately HK$0.069 million from the Company.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Ms. Wong Yu Pok, Marina, aged 76, was elected as an Independent Non-executive Director of the Company in June 2019. She has been a member of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Board since June 2019. Ms. Wong was re-designated from a member to the Chairman of the Remuneration Committee of the Board in June 2022.
Ms. Wong is an independent non-executive director of Hong Kong Ferry (Holdings) Company Limited, Kerry Logistics Network Limited and Luk Fook Holdings (International) Limited, all of which are listed on the HKSE Main Board. She was an independent non-executive director of Kerry Properties Limited, which is listed on the HKSE Main Board, until May 2024.
Ms. Wong joined PricewaterhouseCoopers in 1968 and was responsible for the development of the firm's business in Mainland China since 1980. After her retirement as a partner from PricewaterhouseCoopers in July 2004, she joined Tricor Services Limited as a director from September 2004 to February 2006.
Ms. Wong is a member of a number of Government advisory and other bodies in Hong Kong and was the Chairman of The Applied Research Council up to February 2017. She is the Chartered President of Hong Kong Women Professionals & Entrepreneurs Association and Vice-Chairman of the Hong Kong Federation of Women. Ms. Wong was appointed as a Justice of the Peace in 2004.
Being an accountant by training, Ms. Wong is a fellow of The Hong Kong Institute of Certified Public Accountants and a fellow of the Association of Chartered Certified Accountants. She was conferred Honorary Fellow of City University of Hong Kong in 2008.
As at the Latest Practicable Date, Ms. Wong did not have any interest in Shares or underlying Shares pursuant to Part XV of the SFO.
Save as aforesaid, Ms. Wong did not hold directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor did she hold any other major appointments.
Ms. Wong has no relationship with any Director, senior management or substantial or controlling Shareholders.
Ms. Wong entered into a letter of appointment with the Company as Independent Non-executive Director on 15 June 2022 with an initial term of three years commencing from the date of re-election at the annual general meeting held by the Company on 15 June 2022, but subject to the arrangements of retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association and the Listing Rules.
As an Independent Non-executive Director, Ms. Wong is entitled to receive from the Company an annual Director's base fee of HK$0.803 million (including fees for acting as a member of the Audit Committee and the Nomination Committee, and the chairman of the Remuneration Committee) and such other amount as the Remuneration Committee shall recommend and the Board shall approve which shall be determined in accordance with the Articles of Association. Such Director's fee is covered under her letter of appointment. She also received the 2024 Director's special fee of approximately HK$0.067 million from the Company.
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APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.
澳門博彩控股有限公司
SJM HOLDINGS LIMITED
incorporated in Hong Kong with limited liability Stock Code: 880
NOTICE IS HEREBY GIVEN THAT the annual general meeting of SJM Holdings Limited (the "Company") will be held at Golden Restaurant, 1st Floor, China Merchants Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong, on Tuesday, 10 June 2025 at 2:30 p.m. for the following purposes:
-
To receive and adopt the audited financial statements and the reports of the directors and the auditor of the Company and its subsidiaries for the year ended 31 December 2024.
-
To re-elect the following directors of the Company:
(i) Mr. Tsang On Yip, Patrick as a non-executive director;
(ii) Mr. Ho Hau Chong, Norman as an independent non-executive director; and
(iii) Ms. Wong Yu Pok, Marina as an independent non-executive director.
-
To authorise the board of directors of the Company to fix the remuneration for each of the directors of the Company.
-
To re-appoint Messrs. Deloitte Touche Tohmatsu, Certified Public Accountants, as the auditor of the Company and authorise the board of directors of the Company to fix their remuneration.
To consider and, if thought fit, to pass with or without modification, the following resolutions as ordinary resolutions of the Company:
- "THAT:
(a) subject to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the terms and conditions of the share option scheme adopted by the shareholders of the Company on 13 May 2009, as amended, a mandate be and is hereby unconditionally given to the directors of the Company to exercise all the powers of the Company during the Relevant Period (as defined in paragraph (b) below) to allot and issue shares of the Company as and when any options which have been granted prior to the date of this resolution are exercised; and
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
(b) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s articles of association or any applicable laws to be held; and
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
- “THAT:
(a) a general mandate be and is hereby unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined in paragraph (b) below) all the powers of the Company to repurchase or otherwise acquire ordinary shares in the capital of the Company in accordance with all applicable laws and the requirements of the Listing Rules, provided that the aggregate number of shares so repurchased or otherwise acquired shall not exceed 10% of the aggregate number of the shares of the Company in issue (subject to adjustment in the case of subdivision and consolidated shares) as at the date of the passing of this Resolution; and
(b) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s articles of association or any applicable laws to be held; and
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
By order of the Board
SJM Holdings Limited
Kwok Shuk Chong
Company Secretary
Hong Kong, 29 April 2025
Registered office:
18th Floor,
China Merchants Tower,
Shun Tak Centre,
Nos. 168–200 Connaught Road Central,
Hong Kong
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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A shareholder entitled to attend and vote at the above meeting may appoint one or more proxies (excluding those members holding only one share) to attend and vote instead of him. A proxy need not be a shareholder of the Company.
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A proxy form for use at the above meeting (or any adjournment thereof) is enclosed in the Company's circular dated 29 April 2025. In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be deposited at the registered office of the Company at 18th Floor, China Merchants Tower, Shun Tak Centre, Nos. 168–200 Connaught Road Central, Hong Kong or delivered by email to [email protected], not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof (excluding public holiday in Hong Kong). The deadline for submission of proxy form for the above meeting is Saturday, 7 June 2025 at 2:30 p.m.
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The register of members of the Company will be closed from Wednesday, 4 June 2025 to Tuesday, 10 June 2025 (both days inclusive), during which period no transfer of shares will be registered. Shareholders whose names appear on the register of members of the Company on Tuesday, 10 June 2025 are entitled to attend and vote at the above meeting. In order to qualify to attend and vote at the above meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 3 June 2025 (last share registration date).
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If you are a non-registered shareholder, i.e. your shares are held through an intermediary (for example, a bank, a custodian or a securities broker) or registered in the name of your nominee, you will not receive a proxy form directly from the Company, and you have to give instructions to your intermediary/nominee to vote on your behalf. If you wish to attend, speak and vote at the AGM, you shall seek an authorisation from your intermediary/nominee directly.
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Pursuant to Rule 13.39(4) of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), any vote of shareholders at a general meeting must be taken by poll. Accordingly, at the above meeting, the chairman of the meeting will exercise his/her power under article 59(A) of the articles of association of the Company to put each of the resolutions set out in this notice of the meeting to be voted by way of poll. On a poll, every shareholder presents in person (or in case of a corporation by its corporate representative) or by proxy shall have one vote for each share of which he/she is the holder.
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The result of the poll will be published on the Company's website at https://www.sjmholdings.com and the Stock Exchange's website at https://www.hkexnews.hk on the date of the above meeting.
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In the event typhoon signal No. 8 or above, a "black" rainstorm warning signal or "extreme conditions" announced by the Hong Kong Government is in effect on the day of the above meeting, the meeting will continue to be held as scheduled. Shareholders should make their own decision as to whether they wish to attend the annual general meeting in bad weather conditions, at their own risk having regard to their own situation; and if they should choose to do so, they are advised to exercise care and caution. If there is any change to the said arrangement, the Company will publish an announcement on the Company's website at https://www.sjmholdings.com and the Stock Exchange's website at https://www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled meeting as soon as practicable.
As at the date hereof, the executive directors of the Company are Ms. Ho Chiu Fung, Daisy, Mr. Fok Tsun Ting, Timothy, Deputada Leong On Kei, Angela, Dr. Chan Un Chan and Mr. Shum Hong Kuen, David, the non-executive director of the Company is Mr. Tsang On Yip, Patrick and the independent non-executive directors of the Company are Mr. Ho Hau Chong, Norman, Ms. Wong Yu Pok, Marina and Mr. Yeung Ping Leung, Howard.