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Skyworth Group Limited — Proxy Solicitation & Information Statement 2025
Apr 17, 2025
49442_rns_2025-04-17_1a0868d5-96ae-4b62-9976-9b1c19dd9695.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 licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your securities in Skyworth Group Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
SKYWORTH
SKYWORTH GROUP LIMITED
創維集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00751)
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES
AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Skyworth Group Limited to be held at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong, on Friday, 23 May 2025 at 10:00 a.m. or any adjournments of the meeting, at which the proposed resolutions as stated in the aforesaid notice will be considered, is set out on pages AGM-1 to AGM-5 of this circular.
If you do not intend to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the meeting or any adjourned meeting should you so desire.
The Company would not distribute any corporate gift nor provide any refreshment to the attendees.
22 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
- INTRODUCTION ... 3
- GENERAL MANDATES ... 4
- RE-ELECTION OF RETIRING DIRECTORS ... 6
- ANNUAL GENERAL MEETING ... 7
- RESPONSIBILITY STATEMENT ... 7
- CLOSURE OF REGISTER OF MEMBERS ... 7
- RECOMMENDATIONS ... 8
- ADDITIONAL INFORMATION ... 8
APPENDIX I — EXPLANATORY STATEMENT OF
THE REPURCHASE MANDATE ... I-1
APPENDIX II — PARTICULARS OF DIRECTORS PROPOSED
FOR RE-ELECTION AT THE
ANNUAL GENERAL MEETING ... II-1
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
- i -
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context otherwise requires:
"AGM"
the annual general meeting of the Company to be held at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 23 May 2025 at 10:00 a.m. (or any adjournment thereof);
"AGM Notice"
the notice convening the AGM as set out on pages AGM-1 to AGM-5 of this circular;
"associate(s)"
has the meaning ascribed to it under the Listing Rules;
"Board"
the board of Directors;
"Bye-laws"
the bye-laws of the Company (as amended from time to time);
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC;
"close associate(s)"
has the meaning ascribed to it under the Listing Rules;
"Company" or "Skyworth"
Skyworth Group Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange;
"controlling shareholder(s)"
has the meaning ascribed to it under the Listing Rules;
"core connected person(s)"
has the meaning ascribed to it under the Listing Rules;
"Director(s)"
the director(s) of the Company from time to time;
"Group"
the Company and its subsidiaries;
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong;
"HKSCC"
Hong Kong Securities Clearing Company Limited, including, where the context so requires, its agents, nominees, representatives, officers and employees;
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC;
"Issue Mandate"
the general mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to issue Shares not exceeding 20% of the number of issued Shares (excluding treasury shares) as at the date of the passing of the relevant ordinary resolution granting such mandate;
- 1 -
DEFINITIONS
“Latest Practicable Date”
11 April 2025, being the latest practicable date for ascertaining certain information for inclusion in this circular;
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange;
“Nomination Committee”
the nomination committee of the Board;
“PRC”
the People’s Republic of China;
“Repurchase Mandate”
a general and unconditional mandate proposed to be granted to the Directors at the AGM authorising them to repurchase Shares not exceeding 10% of the number of the issued Shares (excluding treasury shares) as at the date of the passing of the relevant ordinary resolution granting such mandate;
“SFO”
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
“Share(s)”
ordinary share(s) of HK$0.10 each in the share capital of the Company;
“Shareholder(s)”
holder(s) of the Shares;
“Skyworth Electric”
Skyworth Electric Co., Ltd.* (創維電器股份有限公司), a company established in the PRC and an indirect non wholly-owned subsidiary of the Company;
“Skyworth Group”
Skyworth Group Co., Ltd.* (創維集團有限公司), a company established in the PRC and an indirect wholly-owned subsidiary of the Company;
“Stock Exchange”
The Stock Exchange of Hong Kong Limited;
“Takeovers Code”
the Code on Takeovers and Mergers and Share Buy-backs;
“treasury shares”
has the meaning ascribed to it under the Listing Rules; and
“%”
per cent.
- For identification purposes only
LETTER FROM THE BOARD
SKYWORTH
SKYWORTH GROUP LIMITED
創維集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00751)
Executive Directors:
Lin Jin (Chairman of the Board)
Shi Chi (Chief Executive Officer)
Lin Wei Ping
Wu Qinan
Lam Shing Choi, Eric
Independent Non-executive Directors:
Li Weibin
Cheong Ying Chew, Henry
Hung Ka Hai, Clement
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal place of
business in Hong Kong:
Rooms 1601-04
Westlands Centre
20 Westlands Road
Quarry Bay
Hong Kong
22 April 2025
To the Shareholders:
Dear Sir or Madam,
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES
AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information on the following proposals to be put forward (among other things) for consideration and voting at the AGM:
(a) the granting to the Directors of the general mandate to issue Shares up to a maximum of 20% of the number of Shares in issue (excluding treasury shares) as at the date of passing the relevant resolution;
LETTER FROM THE BOARD
(b) the granting to the Directors of the general mandate to repurchase Shares up to a maximum of 10% of the number of Shares in issue (excluding treasury shares) as at the date of passing the relevant resolution; and
(c) re-election of retiring Directors.
The AGM Notice is set out on pages AGM-1 to AGM-5 of this circular.
2. GENERAL MANDATES
(A) Issue Mandate
The Board, after due and careful consideration, has decided to propose the ordinary resolutions at the AGM: (i) to consider and, if thought fit, granting a general mandate to the Directors to issue and otherwise deal with Shares (including any sale or transfer of treasury shares) up to a maximum of 20% of the number of issued Shares (excluding treasury shares) as at the date of passing such resolution; and (ii) to approve the extension of the Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Issue Mandate the number of Shares repurchased under the Repurchase Mandate, if granted. If the Company conducts a share consolidation or subdivision after the ordinary resolution in relation to the Issue Mandate has been passed at the AGM, the maximum number of Shares which may be issued under the Issue Mandate shall be adjusted so that the maximum number of Shares which may be issued under the Issue Mandate as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.
Shareholders are referred to the AGM Notice, as set out on pages AGM-1 to AGM-5, for details of the resolutions on this general mandate which will be considered at the AGM.
As at the Latest Practicable Date, the number of Shares in issue was 2,233,267,420 and the Company did not hold any treasury shares. On the basis of such figure (assuming no further Shares are issued or repurchased after and up to the date of passing such resolution), the Directors would be authorised to issue up to a maximum of 446,653,484 Shares (including any sale or transfer of treasury shares).
The Issue Mandate will expire upon whichever is the earlier 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 its Bye-laws (as may be amended from time to time), the Companies Act 1981 of Bermuda (as amended from time to time) or any other applicable laws to be held; and
LETTER FROM THE BOARD
(iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors under the ordinary resolution approving the Issue Mandate.
(B) Repurchase Mandate
At the 2024 annual general meeting of the Company held on 24 May 2024, an ordinary resolution was passed by the Shareholders to grant a general unconditional mandate to the Directors to repurchase Shares in accordance with the Listing Rules. This general mandate will lapse at the conclusion of the AGM. It is therefore proposed that a general mandate to repurchase Shares be granted to the Directors not exceeding 10% of the number of the issued Shares (excluding treasury shares) as at the date of the passing of the relevant ordinary resolution granting such mandate. If the Company conducts a share consolidation or subdivision after the ordinary resolution in relation to the Repurchase Mandate has been passed at the AGM, the maximum number of Shares which may be repurchased under the Repurchase Mandate shall be adjusted so that the maximum number of Shares which may be repurchased under the Repurchase Mandate as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.
Shareholders are referred to the AGM Notice, as set out on pages AGM-1 to AGM-5, for details of the resolution on this general mandate which will be considered at the AGM. With reference to this resolution, the Board wishes to state that it has no immediate plan to exercise the Repurchase Mandate to repurchase any Shares.
As at the Latest Practicable Date, the number of Shares in issue was 2,233,267,420 and the Company did not hold any treasury shares. On the basis of such figure (assuming no further Shares are issued or repurchased after and up to the date of passing such resolution), the Directors would be authorised to repurchase up to a maximum of 223,326,742 Shares.
An explanatory statement, as required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate, is set out in Appendix I to this circular.
The Repurchase Mandate will expire upon whichever is the earlier 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 its Bye-laws (as may be amended from time to time), the Companies Act 1981 of Bermuda (as amended from time to time) or any other applicable laws to be held; and
LETTER FROM THE BOARD
(iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by the ordinary resolution approving the Repurchase Mandate.
3. RE-ELECTION OF RETIRING DIRECTORS
In accordance with the bye-law 83 and 84 of the Bye-laws, Ms. Lin Wei Ping, Mr. Wu Qinan, Mr. Lam Shing Choi, Eric and Mr. Hung Ka Hai, Clement will retire at the AGM and, being eligible, offer themselves for re-election. The Nomination Committee of the Company, having reviewed the Board's composition, nominates Ms. Lin Wei Ping, Mr. Wu Qinan, Mr. Lam Shing Choi, Eric and Mr. Hung Ka Hai, Clement to the Board for it to recommend to Shareholders for the re-election of the retiring Directors at the AGM. The biographical details of the retiring Directors are set out in Appendix II to this circular.
The nominations were made in accordance with the Company's nomination policy for Directors and the measurable objectives criteria (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service) with regard for the benefits of diversity, as set out under the Company's board diversity policy. The Company's Nomination Committee has also taken into account the respective overall contributions (including the attendance of meetings and level of participation and performance on Board, etc.) of Ms. Lin Wei Ping, Mr. Wu Qinan, Mr. Lam Shing Choi, Eric and Mr. Hung Ka Hai, Clement for the Board and Board committee responsibilities and their commitment to their roles. Ms. Lin joined the Group in 1993 and is familiar with the matters related to administration and human capital management of the Group. Mr. Wu joined the Group since 2010 and has extensive working experience in manufacturing management, product planning, marketing and business operations. Mr. Lam joined the Group in 1998 and is familiar with the matters related to finance, corporate and investor relationship of the Group. Mr. Hung has made valuable contributions to the Company with his experience in the accounting field. Information of the Directors' attendance record (where applicable) at Board/committee/general meetings are disclosed in the 2024 annual report of the Company.
In the process of assessing the independence of Mr. Hung Ka Hai, Clement, an Independent Non-executive Director of the Company, the Nomination Committee has considered the various factors and formed the view that Mr. Hung Ka Hai, Clement remains independent.
Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that Ms. Lin Wei Ping, Mr. Wu Qinan, Mr. Lam Shing Choi, Eric and Mr. Hung Ka Hai, Clement stand for re-election as Directors at the AGM.
Resolutions will be proposed for re-election of each of the retiring Directors at the AGM.
LETTER FROM THE BOARD
4. ANNUAL GENERAL MEETING
A notice convening the AGM to be held on Friday, 23 May 2025 at 10:00 a.m. (or any adjournment thereof) at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages AGM-1 to AGM-5 of this circular. At the meeting, resolutions will be proposed to approve, among other things, (i) the granting to the Directors of the general mandate to issue Shares up to a maximum of 20% of the number of Shares in issue as at the date of passing the relevant resolution; (ii) the granting to the Directors of the general mandate to repurchase Shares up to a maximum of 10% of the number of Shares in issue as at the date of passing the relevant resolution; and (iii) the re-election of Ms. Lin Wei Ping, Mr. Wu Qinan, Mr. Lam Shing Choi, Eric and Mr. Hung Ka Hai, Clement as Directors. In accordance with Rule 13.39(4) of the Listing Rules, the voting on all resolutions at the AGM will be conducted by way of poll.
A proxy form for the AGM is enclosed herewith. If you do not intend to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting should you so desire.
The Company would not distribute any corporate gift nor provide any refreshment to the attendees.
5. 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.
6. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attendance at the AGM, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, 19 May 2025.
LETTER FROM THE BOARD
7. RECOMMENDATIONS
The Board considers that (i) the granting to the Directors of the general mandate to issue Shares up to a maximum of 20% of the number of Shares in issue as at the date of passing the relevant resolution; (ii) the granting to the Directors of the general mandate to repurchase Shares up to a maximum of 10% of the number of Shares in issue as at the date of passing the relevant resolution; and (iii) the re-election of Ms. Lin Wei Ping, Mr. Wu Qinan, Mr. Lam Shing Choi, Eric and Mr. Hung Ka Hai, Clement as Directors, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions to be proposed at the AGM in respect thereof.
8. ADDITIONAL INFORMATION
Your attention is drawn to the “Explanatory Statement of the Repurchase Mandate” set out in Appendix I and the “Particulars of Directors Proposed for Re-election at the Annual General Meeting” set out in Appendix II to this circular.
Yours faithfully,
By order of the Board
Skyworth Group Limited
Lin Jin
Chairman of the Board
- 8 -
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules to enable Shareholders to make an informed decision on whether to vote for or against the ordinary resolution in relation to the grant of the Repurchase Mandate to be proposed at the AGM.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 2,233,267,420 Shares and the Company did not hold any treasury shares.
Subject to the passing of the relevant ordinary resolution to approve the grant of the Repurchase Mandate and assuming no change in the issued share capital of the Company between the Latest Practicable Date and the date of the AGM, the Company may under the Repurchase Mandate purchase a maximum of 223,326,742 Shares, representing 10% of the number of the issued Shares (excluding treasury shares) as at the Latest Practicable Date during the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law and the date upon which such authority is revoked or varied by Shareholders.
- REASONS FOR SHARE REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole as it will give the Company additional flexibility. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the Company's securities and/or its earnings per Share and will only be made if the Directors believe that such repurchase is in the interests of the Company and its Shareholders as a whole.
Under the Listing Rules, the Company will either (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made.
To the extent that any treasury shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company would not (or would procure its licensed securities dealers not to) give any instructions to HKSCC to vote at general meetings for the treasury shares deposited with CCASS; (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions; or (iii) take any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
- I-1 -
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
3. FUNDING OF REPURCHASES
When repurchasing the Shares, the Company may employ funds from internal resources and may only apply funds legally available for such purpose in accordance with all applicable laws of Bermuda, the Memorandum of Association of the Company and its Bye-laws (as may be amended from time to time). The Company is permitted under the Memorandum of Association of the Company and its Bye-laws to repurchase its Shares.
Based on the audited consolidated financial statements of the Company for the year ended 31 December 2024 (being the date to which the latest published audited financial statements of the Company have been made up), the Directors consider that the exercise in full of the Repurchase Mandate to repurchase Shares at any time during the proposed repurchase period may potentially have a material adverse impact on the working capital position or gearing position of the Company as compared with its financial position as at 31 December 2024. The Directors do not propose to make any repurchase to the extent that it would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company.
4. SHARE PRICES
The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date were:
| Price per Share | ||
|---|---|---|
| Highest (HK$) | Lowest (HK$) | |
| 2024 | ||
| May | 3.39 | 2.79 |
| June | 3.18 | 2.81 |
| July | 3.14 | 2.75 |
| August | 2.93 | 2.66 |
| September | 3.57 | 2.60 |
| October | 4.00 | 3.01 |
| November | 3.23 | 2.74 |
| December | 3.22 | 3.00 |
| 2025 | ||
| January | 3.22 | 2.66 |
| February | 3.05 | 2.57 |
| March | 2.96 | 2.51 |
| April (up to the Latest Practicable Date) | 2.93 | 2.74 |
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
5. DIRECTORS AND THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates, has any present intention, in the event that the Repurchase Mandate is granted by the Shareholders, to sell any Shares to the Company or its subsidiaries.
No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company and no such persons have undertaken not to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
- I-3 -
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
6. SHARE REPURCHASES MADE BY THE COMPANY
The repurchase of a total of 41,154,000 Shares were made by the Company in the six months prior to the Latest Practicable Date, details of which are set out in the table below:
| Date | No. of Shares | Price per Share | |
|---|---|---|---|
| Highest (HK$) | Lowest (HK$) | ||
| 30 October 2024 | 1,606,000 | 3.09 | 3.04 |
| 11 November 2024 | 926,000 | 3.15 | 3.10 |
| 12 November 2024 | 2,462,000 | 3.10 | 3.08 |
| 13 November 2024 | 3,730,000 | 3.16 | 3.09 |
| 27 November 2024 | 1,654,000 | 2.90 | 2.81 |
| 28 November 2024 | 510,000 | 2.97 | 2.93 |
| 29 November 2024 | 3,600,000 | 3.00 | 2.98 |
| 3 December 2024 | 3,500,000 | 3.05 | 3.00 |
| 4 December 2024 | 1,870,000 | 3.05 | 3.02 |
| 5 December 2024 | 3,790,000 | 3.06 | 3.02 |
| 6 December 2024 | 2,068,000 | 3.06 | 3.01 |
| 9 December 2024 | 3,432,000 | 3.08 | 3.04 |
| 10 December 2024 | 1,712,000 | 3.09 | 3.07 |
| 11 December 2024 | 2,126,000 | 3.09 | 3.06 |
| 13 December 2024 | 756,000 | 3.09 | 3.07 |
| 16 December 2024 | 1,498,000 | 3.10 | 3.08 |
| 17 December 2024 | 1,192,000 | 3.10 | 3.09 |
| 18 December 2024 | 1,290,000 | 3.11 | 3.09 |
| 19 December 2024 | 432,000 | 3.10 | 3.09 |
| 23 December 2024 | 1,056,000 | 3.11 | 3.10 |
| 31 December 2024 | 1,000,000 | 3.10 | 3.10 |
| 3 January 2025 | 944,000 | 3.10 | 3.10 |
Saved as disclosed above, no repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
7. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules, all applicable laws of Bermuda and the Memorandum of Association of the Company and its Bye-laws.
8. EFFECT OF THE TAKEOVERS CODE
If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to buy back Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
According to the register of interests maintained by the Company under Section 336 of the SFO, as at the Latest Practicable Date, Target Success Group (PTC) Limited (“Target Success”) is interested in a total of 1,200,958,799 Shares in its capacity as trustee of the Skysource Unit Trust, all of the units in which are held by Mr. Wong Wang Sang, Stephen (“Mr. Wong”), the controlling shareholder of the Company. Mr. Wong is interested in 1,247,419,181 Shares, which comprise 37,300,000 Shares held by himself, the deemed interest in 1,200,958,799 Shares held by Target Success by virtue of his interest in more than one-third of the voting shares in Target Success and the deemed interests in 9,160,382 Shares held by his spouse, Ms. Lin Wei Ping (“Ms. Lin”). Ms. Lin is interested in 1,247,419,181 Shares, which comprise 9,160,382 Shares held by herself and Mr. Wong’s interest in 1,238,258,799 Shares in which she is deemed to be interested pursuant to the SFO. As such, Mr. Wong is interested or deemed to be interested in a total of 1,247,419,181 Shares, representing approximately 55.86% of the issued share capital of the Company as at the Latest Practicable Date. Mr. Lin Jin (“Mr. Lin”), the son of Mr. Wong and Ms. Lin and a current Executive Director, is interested in 4,048,719 Shares, representing approximately 0.18% of the issued share capital of the Company as at the Latest Practicable Date, which comprise 3,898,719 Shares held by himself and the deemed interests in 150,000 Shares held by his spouse, Ms. Qu Wanfei (“Ms. Qu”). In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, then (assuming the shareholdings as at the Latest Practicable Date remain the same) the aggregate shareholding of Target Success, Mr. Wong, Ms. Lin, Mr. Lin and Ms. Qu (who are presumed to be acting in concert with each other under the Takeovers Code) in the issued share capital of the Company will increase from approximately 56.04% to approximately 62.26%. In the opinion of the Directors, Target Success, Mr. Wong, Ms. Lin, Mr. Lin and Ms. Qu would not be obliged to make a mandatory offer under Rule 26 and Rule 32 of the Takeovers Code as a result of such increase.
- I-5 -
APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
The emoluments of the Directors are reviewed by the remuneration committee of the Company from time to time, and determined with reference to the qualifications, responsibilities, experience and performance of the individual Directors, and the financial performance of the Group. Set out below are the biographical details of the Directors proposed to be re-elected at the AGM.
(1) MS. LIN WEI PING
Ms. Lin Wei Ping, aged 67, is an Executive Director, a member of each of the Remuneration Committee and Nomination Committee and a director of certain subsidiaries of the Company. Ms. Lin was appointed as the Executive Chairperson of the Company on 1 April 2013 and resigned on 8 July 2016.
Ms. Lin joined the Group in 1993. Ms. Lin was the deputy manager of purchasing department and administration manager in Hong Kong and subsequently, the head of human resources department of the Group, primarily responsible for material purchasing from overseas market and administration and human capital management for certain companies within the Group.
Ms. Lin graduated from South China University of Technology in the PRC with a bachelor degree in electronic engineering. Before joining the Group, Ms. Lin had worked in the Ministry of Information Industry in the PRC as a research engineer.
As at the Latest Practicable Date, pursuant to the service contracts entered into between Ms. Lin and the Group, Ms. Lin's term of service is 3 years commencing from 8 February 2024 to 7 February 2027, and she is entitled to (i) a director's fee RMB500,000 per annum; (ii) a salary of up to RMB2,500,000 per annum, comprising the fixed director's salary of RMB1,500,000 and a performance salary of up to RMB1,000,000 determined by her performance achievement in reference to the Group's annual performance assessment policy; and (iii) an annual based on the performance of the Group. The total emoluments paid to Ms. Lin for the financial year 2024 is set out in note 12 to the consolidated financial statements for the year ended 31 December 2024 of the Company's 2024 annual report. The remuneration of Ms. Lin was determined with reference to her duties and responsibilities in the Group, and was reviewed by the remuneration committee of the Company and approved by the Board. Ms. Lin is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with its Bye-laws and the Listing Rules.
- II-1 -
APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
Ms. Lin is the spouse of Mr. Wong Wang Sang, Stephen, the former Non-executive Director and a controlling shareholder of the Company and mother of Mr. Lin Jin, the current Chairman of the Board and Executive Director. As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Ms. Lin was interested in a total of 1,247,419,181 Shares, which comprise 9,160,382 Shares held by herself and the deemed interest in 1,238,258,799 Shares held by her spouse, Mr. Wong Wang Sang, Stephen, representing in aggregate approximately 55.86% of the existing issued Shares.
Save as disclosed above, Ms. Lin does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and she has not held any directorships in any other listed public companies in the last 3 years. Save as disclosed herein, there are no matters required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of her re-election as a Director.
(2) MR. WU QINAN
Mr. Wu Qinan, aged 50, joined the Group since 2010. He is the vice president of Skyworth Group and the general manager and a director of Skyworth Electric. Apart from that, Mr. Wu is also a director of certain other subsidiaries of the Company. Mr. Wu graduated from University of Electronic Science and Technology of China with a bachelor degree in physics and electronic science and technology in 1995 and graduated from China Europe International Business School with a master degree in business administration in 2010. Mr. Wu works in the field of consumer electronics for over 20 years, and has extensive working experience in manufacturing management, product planning, marketing and business operations.
As at the Latest Practicable Date, pursuant to the service contract entered into between Mr. Wu and the Company, Mr. Wu's term of service is 3 years commencing from 1 February 2025 to 31 January 2028, he is entitled to a director's fee of RMB500,000 per annum. Mr. Wu has entered into an employment contract with Skyworth Electric for a term of 3 years commencing from 1 April 2025 to 31 March 2028, pursuant to which Mr. Wu is entitled to receive an annual salary of RMB2,000,000 and an annual bonus based on the performance of Skyworth Electric for acting as general manager and director of Skyworth Electric. The remuneration of Mr. Wu was determined with reference to his duties and responsibilities in the Group, and was reviewed by the remuneration committee of the Company and approved by the Board. Mr. Wu is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with its Bye-laws and the Listing Rules.
- II-2 -
APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
As at the Latest Practicable Date, Mr. Wu is interested in a total of 6,000,000 Shares within the meaning of Part XV of SFO which comprise 3,000,000 Shares and 3,000,000 unvested awarded shares of the Company held by himself.
Save as disclosed above, Mr. Wu does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and he has not held any directorships in any other listed public companies in the last 3 years. Save as disclosed herein, there are no matters required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of his re-election as a Director.
(3) MR. LAM SHING CHOI, ERIC
Mr. Lam Shing Choi, Eric, aged 53, is the Company Secretary of the Company and he was appointed as an Executive Director on 28 February 2020.
Mr. Lam is mainly responsible for overseeing the finance functions, corporate governance matters and investor relationship of the Group. Mr. Lam joined the Group in March 1998 as the finance manager, and was responsible for preparing the monthly financial statements. In January 2001, he was transferred to Skyworth Multimedia International Limited (a wholly-owned subsidiary of the Company) as the financial controller, and was in charge of the finance department. From 2006 to 2007, he worked as the financial controller of Skyworth Overseas Development Limited (a wholly-owned subsidiary of the Company) and oversaw the finance department, internal control, financial statements and banking facilities. Mr. Lam then served as the financial controller of Skyworth TV Holdings Limited (a wholly-owned subsidiary of the Company) from 2007 to 2011 and was responsible for the banking facility arrangement and financial reporting of the Group. He has been the financial controller of the TV business unit of the Group since December 2011 and the LCD business unit of the Group since December 2012. He is also a director and/or company secretary of certain subsidiaries of the Company. Mr. Lam graduated from Monash University in Australia with a bachelor's degree of business in accounting and a bachelor's degree of computing in information systems. Mr. Lam is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Certified Practising Accountants Australia. Mr. Lam has over 20 years of working experience in corporate finance, banking and accounting.
Mr. Lam was an independent non-executive director of Triller Group Inc. (formerly known as AGBA Acquisition Limited), which is listed on NASDAQ Stock Market in the United States of America, from February 2019 to 15 November 2022.
APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
As at the Latest Practicable Date, pursuant to the service contract entered into between Mr. Lam and the Company, Mr. Lam’s term of service is 3 years commencing from 28 February 2023 to 27 February 2026, he is entitled to (i) a director’s fee of RMB500,000 per annum; (ii) a salary of up to RMB2,500,000 per annum, comprising the fixed director’s salary of RMB1,500,000 and a performance salary of up to RMB1,000,000 determined by his performance achievement in reference to the Group’s annual performance assessment policy; and (iii) an annual bonus based on the performance of the Group. The total emoluments paid to Mr. Lam for the financial year 2024 is set out in note 12 to the consolidated financial statements for the year ended 31 December 2024 of the Company’s 2024 annual report. The remuneration of Mr. Lam was determined with reference to his duties and responsibilities in the Group, and was reviewed by the remuneration committee of the Company and approved by the Board. Mr. Lam is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with its Bye-laws and the Listing Rules.
As at the Latest Practicable Date, Mr. Lam is interested in a total of 6,500,000 Shares within the meaning of Part XV of SFO which comprise 3,000,000 Shares and 3,500,000 unvested awarded shares of the Company held by himself.
Save as disclosed above, Mr. Lam does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and he has not held any directorships in any other listed public companies in the last 3 years. Save as disclosed herein, there are no matters required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of his re-election as a Director.
(4) MR. HUNG KA HAI, CLEMENT
Mr. Hung Ka Hai, Clement, aged 69, is an Independent Non-executive Director, the chairperson of Nomination Committee, a member of each of the Audit Committee and Remuneration Committee. He was appointed as an Independent Non-executive Director on 18 March 2020.
Mr. Hung obtained a bachelor of arts degree from the University of Lincoln (formerly known as University of Huddersfield), United Kingdom in 1980. Mr. Hung had served Deloitte China for 31 years where he had assumed various leadership roles, including the managing partner of Deloitte Shenzhen office and Guangzhou office, before he took up the chairman role of Deloitte China from 2014 to 2016. He was also a member of the China management team of Deloitte China. Mr. Hung had also assumed the role of the southern audit leader and the deputy managing partner of the southern region of China (including Hong Kong, Macau, Shenzhen, Guangzhou, Xiamen and Changsha). He was also a board member of Deloitte Global. In June 2016, he retired from Deloitte China.
APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
Mr. Hung served as the Guangzhou Institute of Certified Public Accountants consultant from 2004 to 2014. During the period between 2006 and 2011, he also served as a member of the Political Consultative Committee of Luohu District, Shenzhen. After his retirement as the chairman of Deloitte China, he was appointed as an expert consultant of the Ministry of Finance in the People's Republic of China. Mr. Hung is a life member of The Institute of Chartered Accountants in England and Wales.
Mr. Hung is serving as a director of each of the following listed companies whose issued shares are listed on the Stock Exchange:
- an independent non-executive director of Starjoy Wellness and Travel Company Limited (formerly known as Aoyuan Healthy Life Group Company Limited) (stock code: 3662) since 22 February 2019;
- an independent non-executive director of China East Education Holdings Limited (stock code: 667) since 25 November 2018;
- an independent non-executive director of Huarong International Financial Holdings Limited (stock code: 993) since 13 December 2019;
- an independent non-executive director of USPACE Technology Group Limited (formerly known as Hong Kong Aerospace Technology Group Limited) (stock code: 1725) since 16 July 2021; and
- an independent non-executive director of Capital Estate Limited (stock code: 193) since 12 April 2024.
With effect from 18 July 2022, Mr. Hung has been appointed as an independent supervisor of the supervisory committee of Ping An Insurance (Group) Company of China, Ltd. whose shares are both listed on the Stock Exchange (stock code: 2318) and Shanghai Stock Exchange (stock code: 601318).
Mr. Hung was an independent non-executive director of SY Holdings Group Limited (formerly known as Sheng Ye Capital Limited) (stock code: 6069, the listing of the shares of which has been transferred to the Main Board from the GEM of the Stock Exchange (stock code: 8469) from 24 October 2019) from 19 June 2017 to 15 July 2022. He was an independent non-executive director of Tong Tong AI Social Group Limited (formerly known as Gome Finance Technology Co., Ltd.) (stock code: 628) from 31 October 2016 to 12 December 2023. He was an independent non-executive director of JX Energy Ltd. (formerly known as Persta Resources Inc.) (stock code: 3395) from 1 August 2023 to 24 December 2024. He was a non-executive director of High Fashion International Limited (stock code: 608) from 1 December 2017 to 1 January 2025.
- II-5 -
APPENDIX II
PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
Pursuant to the letter of appointment entered into between Mr. Hung Ka Hai, Clement and the Company for a term of 3 years commencing from 18 March 2023 and ending on 17 March 2026, he is entitled to a director’s fee of HK$528,000 per annum. The total emoluments paid to Mr. Hung for the 2024 financial year is set out in note 12 to the consolidated financial statements for the year ended 31 December 2024 of the Company’s 2024 annual report. The remuneration of Mr. Hung was determined with reference to his duties and responsibilities in the Group, and was reviewed by the remuneration committee of the Company and approved by the Board. Mr. Hung is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with its Bye-laws and the Listing Rules.
As at the Latest Practicable Date, Mr. Hung is not interested, within the meaning of Part XV of the SFO, in any Shares.
Save as disclosed above, Mr. Hung does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and he has not held any directorships in any other listed public companies in the last 3 years. Save as disclosed herein, there are no matters required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of his re-election as a Director.
- For identification purposes only
– II-6 –
NOTICE OF ANNUAL GENERAL MEETING
SKYWORTH
SKYWORTH GROUP LIMITED
創維集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00751)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Skyworth Group Limited (the “Company”) will be held at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong, on Friday, 23 May 2025 at 10:00 a.m. (or any adjournment thereof) for the following purposes:
-
To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors (the “Directors”) and the auditors (the “Auditors”) of the Company thereon for the year ended 31 December 2024.
-
(A) To re-elect Ms. Lin Wei Ping as a Director;
(B) To re-elect Mr. Wu Qinan as a Director;
(C) To re-elect Mr. Lam Shing Choi, Eric as a Director; and
(D) To re-elect Mr. Hung Ka Hai, Clement as a Director.
-
To authorise the board of Directors (the “Board”) to fix the remuneration of Directors.
-
To re-appoint Messrs. Deloitte Touche Tohmatsu as Auditors and to authorise the Board to fix their remuneration.
As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
- “THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company, including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under The Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”)), and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
- AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to a Rights Issue (as defined in paragraph (d) below) or pursuant to an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to executives and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not exceed 20% of the total number of the shares of the Company in issue (excluding treasury shares) on the date of this resolution as adjusted for any share consolidation or subdivision which may be effected after the passing of this resolution and the said approval to the Directors in paragraph (a) above shall be limited accordingly;
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of 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 bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended from time to time) or any other applicable laws to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.
“Rights Issue” means an offer of shares open for a period fixed by the Directors to the holders of shares on the register of members of the Company on a fixed record date in proportion to their shareholdings as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company); and
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
(e) any reference to an allotment, issue, grant, offer or disposal of shares of the Company shall include the sale or transfer of treasury shares in the capital of the Company to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.”
- “THAT:
(a) subject to sub-paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase issued shares of the Company on the Stock Exchange or any other stock exchange on which the shares may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Act 1981 of Bermuda (as amended from time to time) and all other applicable laws in this regard, be and is hereby generally and unconditionally approved;
(b) the aggregate number of shares of the Company which may be repurchased by the Company pursuant to the approval in sub-paragraph (a) above during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10% of the aggregate number of the issued shares (excluding treasury shares) of the Company as at the date of the passing of this resolution as adjusted for any share consolidation or subdivision which may be effected after the passing of this resolution and the authority pursuant to sub-paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the date of 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 bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended from time to time) or any other applicable laws to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
- “THAT
conditional upon resolutions numbered 5 and 6 above being passed, the aggregate number of shares of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in resolution numbered 6 above shall be added to the aggregate number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution numbered 5 above, provided that the number of shares repurchased by the Company shall not exceed 10% of the total number of the share capital of the Company in issue (excluding treasury shares) on the date of this resolution as adjusted for any share consolidation or subdivision which may be effected after the passing of this resolution.”
By order of the Board
Skyworth Group Limited
Lin Jin
Chairman of the Board
Hong Kong, 22 April 2025
As at the date of this announcement, the Board of the Company comprises five executive Directors, namely Mr. Lin Jin (Chairman), Mr. Shi Chi (Chief Executive Officer), Ms. Lin Wei Ping, Mr. Wu Qinan and Mr. Lam Shing Choi, Eric; and three independent non-executive Directors, namely Mr. Li Weibin, Mr. Cheong Ying Chew, Henry and Mr. Hung Ka Hai, Clement.
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal place of
business in Hong Kong:
Rooms 1601-04
Westlands Centre
20 Westlands Road
Quarry Bay
Hong Kong
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(1) A member entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company.
(2) In order to be valid, the proxy form must be deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority, at the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude any member from attending and voting in person should he so desire.
(3) To ascertain shareholder's eligibility to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attendance at the AGM, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company's branch share registrar and transfer office in Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, 19 May 2025.
(4) An explanatory statement containing further details regarding resolution numbered 6 above is set out in Appendix I to the circular of which this notice of AGM forms part (the "Circular").
(5) Particulars of the retiring Directors proposed to be re-elected are set out in Appendix II to the Circular.
(6) Effect of bad weather on the AGM
The AGM will be adjourned if there is:
(a) a tropical cyclone warning signal number 8 or above; or
(b) a "black" rainstorm warning,
in force in Hong Kong 2 hours before the scheduled time of the AGM on the day of the AGM. An announcement will be made by the Company in such event.
(7) The Company would not distribute any corporate gift nor provide any refreshment to the attendees.
- AGM-5 -