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Smart Globe Holdings Limited Proxy Solicitation & Information Statement 2025
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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 securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Smart Globe Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
This circular appears for information purposes only and does not constitute an invitation or offer to sell, dispose, acquire, purchase or subscribe for securities in the Company.
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.
SMART GLOBE HOLDINGS LIMITED
竣球控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1481)
(1) PROPOSED RENEWAL OF GENERAL MANDATES
TO REPURCHASE SHARES AND
ISSUE NEW SHARES OF THE COMPANY;
(2) PROPOSED RE-ELECTION OF DIRECTORS OF THE COMPANY;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company ("AGM") to be held at 11:30 a.m. on Monday, 19 May 2025 at Training Room No. 1, Blueprint, 2/F., Dorset House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use by the shareholders at the AGM is enclosed with this circular.
Whether or not you are able to attend the AGM, you are advised to read this circular and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but 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 form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event the instrument appointing a proxy shall be deemed to be revoked.
References to time and dates in this circular are to Hong Kong time and dates.
25 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board 3
Appendix I – Explanatory Statement on the Repurchase Mandate I-1
Appendix II – Details of the Directors proposed to be re-elected at the AGM II-1
Notice of AGM AGM-1
DEFINITIONS
In this circular, unless the context otherwise requires, the following words and expressions have the following meanings:
“AGM” the annual general meeting of the Company to be held at 11:30 a.m. on Monday, 19 May 2025 (or any adjournment thereof) at Training Room No. 1, Blueprint, 2/F., Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong for the purpose of considering and if thought fit, approving, inter alia, the resolutions proposed in this circular
“Articles” the articles of association of the Company as amended, supplemented or modified from time to time
“associate(s)” has the meaning ascribed to this term under the Listing Rules
“Board” the board of Directors
“Cayman Companies Act” the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
“Company” Smart Globe Holdings Limited (竣球控股有限公司), a company incorporated in the Cayman Islands as an exempted company with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1481)
“CCASS” the Central Clearing and Settlement System, a securities settlement system established and operated by the HKSCC
“controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries from time to time
“HK$” or “HKD” Hong Kong dollar(s), the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Issue Mandate” a general unconditional mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to allot, issue and deal with new Shares (including any sale or transfer of Treasury Shares out of treasury) of up to 20% of the aggregate number of Shares in issue (excluding any Treasury Share (if any)) as at the date of passing of the relevant resolution
1
DEFINITIONS
| “Latest Practicable Date” | 15 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 as amended, supplemented or otherwise modified from time to time |
| “Remuneration Committee” | the remuneration committee of the Company |
| “Repurchase Mandate” | a general unconditional mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase the fully paid-up Shares of up to 10% of the aggregate number of Shares in issue (excluding any Treasury Share (if any)) as at the date of passing of the relevant resolution |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or modified from time to time |
| “Share(s)” | the ordinary share(s) of HK$0.01 each in the share capital of the Company (or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company) |
| “Shareholder(s)” | the holder(s) of the Shares |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “substantial shareholder(s)” | has the meaning ascribed to this term under the Listing Rules |
| “Takeovers Code” | the Code on Takeovers and Mergers as approved by the Securities and Futures Commission |
| “Treasury Share(s)” | has the meaning as defined in the Listing Rules |
| “%” | per cent |
LETTER FROM THE BOARD
SMART GLOBE HOLDINGS LIMITED
琉球控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1481)
Executive Directors:
Mr. NG Ho Lun (Chairman)
Mr. CHU Lok Fung Barry
Mr. CHEN Kun
Mr. LAM Tak Ling Derek
Registered office in the Cayman Islands:
Windward 3, Regatta Office Park
P. O. Box 1350
Grand Cayman KY1-1108
Cayman Islands
Independent Non-executive Directors:
Dr. WU Ka Chee Davy
Mr. YIU Ho Chi Stephen
Ms. LAW Ying Wai Denise
Principal Place of Business in Hong Kong:
Suite 5705-08, 57/F, One Island East
Taikoo Place, 18 Westlands Road, Quarry Bay
Hong Kong
25 April 2025
To the Shareholders,
Dear Sir or Madam,
(1) PROPOSED RENEWAL OF GENERAL MANDATES
TO REPURCHASE SHARES AND
ISSUE NEW SHARES OF THE COMPANY;
(2) PROPOSED RE-ELECTION OF DIRECTORS OF THE COMPANY;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with the information in respect of the resolutions to be proposed at the AGM for, among others, (i) the granting of the Issue Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the granting of the extension mandate to extend the Issue Mandate by adding to it such number of Shares repurchased under the Repurchase Mandate; and (iv) the re-election of the Directors.
LETTER FROM THE BOARD
ISSUE MANDATE
The Directors have been granted a general unconditional mandate to allot, issue and deal with up to 204,000,000 Shares on 27 May 2024.
As at the Latest Practicable Date, the existing general mandate has been utilised in the manner disclosed in the announcement dated 26 November 2024. The convertible bonds in the principal amount of HK$20,100,000 (the “Convertible Bonds”) were issued under general mandate on 3 January 2025. The Convertible Bonds may be converted into a maximum number of 16,750,000 shares of the Company at a conversion price of HK$1.2 per share. The conversion period shall commence on 3 July 2026 and end on 3 January 2028. The maturity date shall be three years from the date of issue, i.e. 3 January 2028. For details, please refer to the Company’s announcements dated 26 November 2024 and 3 January 2025.
The remaining portion of the existing general mandate to allot, issue and deal with up to 187,250,000 Shares will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general unconditional mandate to allot, issue and deal with new Shares (including any sale or transfer of Treasury Shares out of treasury) of up to 20% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution. On the basis that the issued Shares on the date of the AGM will remain to be 1,020,000,000 Shares as it was on the Latest Practicable Date, and the Company does not have any Treasury Shares. The Issue Mandate, if granted by the Shareholders at the AGM, will allow the Directors to allot and issue Shares up to an aggregate of 204,000,000 additional Shares (excluding any Treasury Share (if any)).
As prescribed by the Listing Rules, if the Company conducts a consolidation or subdivision of the Shares after the Issue Mandate (as extended, if applicable) is granted, the maximum number of Shares that may be allotted and issued under the Issue Mandate at the relevant time will be adjusted to a proportionate extent accordingly. The Issue Mandate, if granted by the Shareholders at the AGM, will be in force until (a) the conclusion of the next annual general meeting of the Company unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next annual general meeting of the Company is required to be held under any applicable Cayman Islands laws or the Articles; or (c) the passing of an ordinary resolution of the Shareholders in a general meeting revoking, varying or renewing such mandate, whichever is the earliest.
REPURCHASE MANDATE
The Directors have been granted a general unconditional mandate to exercise the power of the Company to repurchase Shares on 27 May 2024. The repurchase mandate has not been utilised and will expire at the conclusion of the AGM.
As at the Latest Practicable Date, the existing repurchase mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general mandate to exercise all the powers of the Company to repurchase Shares of up to 10% of the aggregate number of Shares in issue (excluding any Treasury Share (if any)) as at the date of passing the relevant resolution. On the basis that the issued Shares on the date of the AGM will remain to be 1,020,000,000 Shares as it was on the Latest Practicable Date, the Repurchase Mandate, if granted by the Shareholders at the AGM, will allow the Directors to repurchase a maximum of 102,000,000 Shares.
LETTER FROM THE BOARD
As prescribed by the Listing Rules, if the Company conducts a consolidation or subdivision of the Shares after the Repurchase Mandate is granted, the maximum number of Shares that may be repurchased under the Repurchase Mandate at the relevant time will be adjusted to a proportionate extent accordingly. The Repurchase Mandate, if granted by the Shareholders at the AGM, will be in force until (a) the conclusion of the next annual general meeting of the Company unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next annual general meeting of the Company is required to be held under any applicable Cayman Islands law/regulations or Articles; or (c) the passing of an ordinary resolution of the Shareholders in a general meeting revoking, varying or renewing such mandate, whichever is the earliest.
An explanatory statement giving the particulars required by the Listing Rules in respect of the Repurchase Mandate to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution as set out in Appendix I to this circular.
EXTENSION OF ISSUE MANDATE
In addition, subject to the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to authorise the Directors to extend the Issue Mandate by adding to it such number of Shares repurchased by the Company pursuant to the authority granted to the Directors under the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares (excluding any Treasury Share (if any)) as at the date of passing the relevant resolution.
RE-ELECTION OF THE DIRECTORS
Pursuant to Article 112 of the Articles, the Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.
Pursuant to Article 108(a) of the Articles, at each annual general meeting of the Company, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. NG Ho Lun, Mr. CHU Lok Fung Barry and Mr. LAM Tak Ling Derek ("Retiring Directors"), each being an executive Director, shall retire from office and, being eligible, offer themselves for re-election as Directors at the AGM.
Particulars of each of the aforementioned Retiring Directors are set out in Appendix II to this circular.
LETTER FROM THE BOARD
The Nomination Committee is committed to ensuring the Board has a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company's business and shall identify, consider and nominate suitable candidates to the Board for it to consider and make recommendations to Shareholder for election or re-election as the directors at the general meetings. The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the Retiring Directors with reference to the nomination principles. The Nomination Committee has recommended to the Board on re-election of all the Retiring Directors.
AGM AND PROXY ARRANGEMENT
The notice convening the AGM to be held at 11:30 a.m. on Monday, 19 May 2025 at Training Room No. 1, Blueprint, 2/F., Dorset House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong is set out on pages AGM-1 to AGM-5 of this circular. Ordinary resolutions will be proposed at the AGM for the purpose of considering and if thought fit, approving, inter alia, the resolutions proposed in this circular.
A form of proxy for use in connection with the AGM is enclosed herewith. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM (or any adjourned meeting thereof) should you so wish and in such event the instrument appointing a proxy shall be deemed to be revoked.
BOOK CLOSURE PERIOD
The register of members of the Company will be closed from Wednesday, 14 May 2025 to Monday, 19 May 2025, both days inclusive, in order to determine the eligibility of Shareholders to attend the AGM, during which period no share transfers will be registered. To be eligible to attend the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Tuesday, 13 May 2025.
VOTING AT THE AGM
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all proposed resolutions set out in the notice convening the AGM shall be voted on by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
LETTER FROM THE BOARD
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 Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the proposed re-election of Directors are in the best interests of the Company, the Group as well as the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
GENERAL INFORMATION
Your attention is also drawn to the appendices to this circular.
Yours faithfully,
By order of the Board
Smart Globe Holdings Limited
NG Ho Lun
Chairman and Executive Director
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by Rule 10.06(b) of the Listing Rules, to provide requisite information to Shareholders for consideration of the proposed grant of the Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, a total of 1,020,000,000 Shares were in issue and the Company did not have any Treasury Shares. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares, except for the Convertible Bonds which may be converted into a maximum number of 16,750,000 Shares of Company as disclosed in the Company's announcements dated 26 November 2024 and 3 January 2025.
Assuming that no further Shares are issued or repurchased during the period from the Latest Practicable Date until the AGM, exercise in full of the Repurchase Mandate, on the basis of 1,020,000,000 Shares in issue as at the Latest Practicable Date, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total number of 102,000,000 Shares, representing 10% of the total number of Shares in issue (excluding any Treasury Share (if any)) as at the date of the AGM.
If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury as Treasury Shares, subject to market conditions and the capital management needs of the Company at the relevant time such repurchase of Shares are made. If the Company holds shares in treasury, any resale of Treasury Shares shall be made in accordance with the Listing Rules and applicable laws and regulations of Cayman Islands.
REASONS FOR REPURCHASE
The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company. When exercising the Repurchase Mandate, the Directors may, subject to the market conditions and the Company's capital management needs at the relevant time of the repurchase, resolve to cancel the Shares repurchased following settlement of any such repurchase or hold them as Treasury Shares. Shares repurchased for cancellation may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as Treasury Shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, Articles of Company and applicable laws and regulations of Cayman Islands. Decision on share repurchase and related arrangements will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. The number of Shares to be repurchased on any occasion and the price and other terms on which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
SOURCE OF FUNDS
The Company is empowered by the Articles to repurchase its Shares. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the Cayman Companies Act, the Listing Rules and/or other applicable laws, rules and regulations, as the case may be.
Any repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose or, if authorised by the Articles and subject to the Cayman Companies Act and/or other applicable laws, rules and regulations, out of capital. The premium, if any, payable on repurchase must be provided for out of the profits of the Company or out of the Company's share premium account before or at the time the Shares are repurchased or, if authorised by the Articles and subject to Cayman Companies Act and/or other applicable laws, rules and regulations, out of capital. The Shares so repurchased will be treated as cancelled but the aggregate amount of authorised share capital will not be reduced.
The Company may not repurchase its own shares on the Stock Exchange for a consideration other than cash or settlement otherwise than in accordance with the trading rules of the Stock Exchange.
Subject to compliance with the Listing Rules, the Articles of Company and applicable laws of Cayman Islands, the Company may cancel any Shares it repurchased and/or hold them as Treasury Shares following settlement of the repurchases, subject to, among others, market conditions and the Company's capital management needs at the time of the repurchases.
The Company may hold Shares repurchased by the Company as Treasury Shares which remain deposited with CCASS either (i) pending withdrawal from CCASS and registration in the name of the Company or (ii) re-deposited into CCASS and pending resale on the Stock Exchange. For any Shares repurchased by the Company as Treasury Shares which remain deposited with or have been re-deposited into CCASS pending resale on the Stock Exchange, subject to the Directors' approval, the Company will adopt appropriate measures to ensure that it would not exercise any Shareholder's rights or receive any entitlements which would otherwise be suspended under the relevant laws if those shares are registered in the Company's own name as Treasury Shares. Such measures may include, for example, an approval from the Directors that (1) the Company shall not, and shall procure its brokers not to, give instructions to HKSCC to vote at general meetings for the Treasury Shares deposited with CCASS, and (2) in the case of dividends or distributions (if any), the Company shall withdraw the Treasury Shares from CCASS, and either re-register them in the Company's own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, as applicable.
I-2
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
REPURCHASE OF SECURITIES FROM CONNECTED PARTIES
The Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a "core connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling his/her/its securities to the Company.
As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders at the AGM.
IMPACT ON WORKING CAPITAL OR GEARING POSITION
An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2024, being the date of its latest published audited consolidated financial statements. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.
DIRECTORS' UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, all applicable laws of the Cayman Islands and the Articles.
DISCLOSURE OF INTERESTS
As at the Latest Practicable Date, none of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell any of their Shares to the Company pursuant to the Repurchase Mandate.
TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If, as a result of the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase may be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
As at the Latest Practicable Date, to the best of the Directors' knowledge and belief having made all reasonable enquiries, the controlling Shareholder (as defined in the Listing Rules), TeraMetal Holdings Limited, was beneficially interested in 750,000,000 Shares representing approximately 73.53% of the issued Shares. In the event that the Directors exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in full, the interest of the controlling Shareholder in the Company would be increased to approximately 81.7% of the issued Shares. Such increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code but would reduce the amount of Shares held by the public to less than 25% of the total number of issued Shares.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum public percentage as determined by the Stock Exchange) of the issued share capital of the Company would be in public hands. The Directors have no intention to exercise the Repurchase Mandate to such extent that will result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25%.
MARKET PRICES OF SHARES
The highest and lowest traded prices for the Shares on the Stock Exchange in the previous 12 months up to the Latest Practicable Date were as follows:
| Price per Shares | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 0.475 | 0.395 |
| May | 0.445 | 0.385 |
| June | 0.440 | 0.360 |
| July | 0.640 | 0.400 |
| August | 0.650 | 0.570 |
| September | 0.660 | 0.600 |
| October | 0.610 | 0.510 |
| November | 0.730 | 0.510 |
| December | 0.610 | 0.540 |
| 2025 | ||
| January | 0.580 | 0.550 |
| February | 0.570 | 0.425 |
| March | 0.540 | 0.430 |
| April (up to the Latest Practicable Date) | 0.560 | 0.475 |
SHARE REPURCHASES MADE BY THE COMPANY
No repurchase of Shares had been made by the Company during the six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Set out below are details of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.
Mr. NG Ho Lun (吳浩麟)
Mr. Ng, aged 32, was appointed as an executive Director, chairman of the Board and chief executive officer on 7 July 2023. Mr. Ng is the founder, director and chief executive officer of Huachin Mining Limited since August 2017, and primarily responsible for setting strategic goals and development direction of the company. He graduated from the University of Southern California in Los Angeles with a bachelor degree majoring in Business Finance and minor in Economics in 2016.
Mr. Ng has entered into a service agreement with the Company commencing from 7 July 2023. The service agreement may be terminated by either party giving the other no less than three months' prior notice in writing. He will be subject to retirement by rotation and re-election at the Company's annual general meeting in accordance with the Listing Rules. He is entitled to an annual remuneration of HK$120,000 plus discretionary bonus, which is determined by arm's length negotiation between Mr. Ng and the Company and with reference to his duties and responsibilities. The amount of the remuneration has been approved by the Board with the recommendation from the Remuneration Committee with reference to Mr. Ng's experience and prevailing market levels.
As at the Latest Practicable Date, Mr. Ng is deemed to have interest in 750,000,000 Shares of the Company within the meaning of Part XV of the SFO, representing approximately 73.53% of the issued Shares as at the Latest Practicable Date.
Mr. CHU Lok Fung Barry (朱樂峰)
Mr. Chu, aged 54, was appointed as an executive Director, joint company secretary, financial controller, authorised representative and process agent of the Company on 7 July 2023. Since April 2020, Mr. Chu has been the financial controller and company secretary of Huachin Mining Limited, and primarily responsible for the strategic planning and general management of the finance and accounting functions.
Mr. Chu has over 27 years of experience in strategic and general management, compliance, auditing, financial and accounting. Mr. Chu was appointed as the Company Secretary and Financial Controller of CAA Resources Limited (now known as Grace Life-tech Holdings Limited, stock code: 2112.HK) from April 2013 to January 2020. From March 2010 to October 2012, he served as the Assistant Controller of Winson Oil International (HK) Limited. From September 2003 to February 2010, Mr. Chu served as the Group Chief Accountant of Come Sure Group (Holdings) Limited (stock code: 794.HK). From May 1997 to July 2001 and from March 2002 to March 2003, Mr. Chu worked in the audit departments of two international accounting firms in Hong Kong, responsible for various statutory and special audit works. From March 1996 to May 1997, Mr. Chu served as a management trainee at Midas International Limited (now known as Magnus Concordia Group Limited, stock code: 1172.HK), responsible for preparing group budgets and management reports.
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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. Chu obtained a Master of Arts in Chinese Historical Studies from The University of Hong Kong in 2021. He also obtained a Master of Economics from The University of Hong Kong in 2015, a Master of Arts in Philosophy from The Chinese University of Hong Kong in 2011, a Master of Science in Accountancy from The Hong Kong Polytechnic University in 2007, and a Bachelor of Business from Monash University in Australia in 1995. He has been a fellow member of the Hong Kong Institute of Certified Public Accountants since February 2009 and a certified practicing accountant of the CPA Australia since October 1999.
Mr. Chu has entered into a service agreement with the Company commencing from 7 July 2023. The service agreement may be terminated by either party giving the other no less than three months' prior notice in writing. He will be subject to retirement by rotation and re-election at the Company's annual general meeting in accordance with the Listing Rules. He is entitled to an annual remuneration of HK$120,000 plus discretionary bonus, which is determined by arm's length negotiation between Mr. Chu and the Company and with reference to his duties and responsibilities. The amount of the remuneration has been approved by the Board with the recommendation from the Remuneration Committee with reference to Mr. Chu's experience and prevailing market levels.
Mr. LAM Tak Ling Derek (林德凌)
Mr. Lam, aged 54, was appointed as an executive Director on 5 May 2017. Mr. Lam is primarily responsible for overall strategic planning and overseeing the general management of the Group. Mr. Lam has more than 20 years of experience in the printing industry. During the period from July 1994 to July 2012, he worked in a company principally engaged in the printing of books, as a sales director. He joined the Group as a sales and marketing manager in August 2012 and has been a sales director of CP Printing since August 2014.
Mr. Lam has entered into a service contract with the Company for a fixed term of three years commencing from 7 July 2023, and shall thereafter continue on a month to month basis unless terminated by either party by giving the other party a three months' prior written notice, and is subject to retirement by rotation and re-election at the AGM in accordance with the Articles. He is entitled to HK$10,000 as monthly director fees. The Remuneration Committee will review and determine the remuneration and compensation packages with reference to his responsibilities, work load, the time devoted to the Group and the performance of the Group. The principal elements of his remuneration package include salary and allowance, but exclude discretionary bonus.
As at the Latest Practicable Date, save as disclosed above, each of Mr. Ng, Mr. Chu and Mr. Lam (i) does not hold any other position with the Company or any of its subsidiaries; (ii) has not held any other directorship in any other public companies the securities of which are listed on any security market in Hong Kong or overseas in the three years prior to the Latest Practicable Date, and has not held direct or indirect interest in 10% or more of the listed share capital of the Company or any other public companies as at the Latest Practicable Date; (iii) does not have any relationship with any directors, senior management or substantial or controlling shareholders (as defined under the Listing Rules) of the Company; and (iv) does not have any interest in the shares or underlying shares in the Company (within the meaning of Part XV of the SFO).
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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
GENERAL
Save as disclosed above, none of the above Directors held any other directorships in public companies in the three years prior to the Latest Practicable Date.
Save as disclosed above, there is no information in relation to the re-election of each of the Directors that needs to be disclosed pursuant to any of the requirements 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 relation to the re-election of each of the Directors.
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NOTICE OF AGM
SMART GLOBE HOLDINGS LIMITED
琉球控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1481)
NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Smart Globe Holdings Limited (the "Company") will be held at 11:30 a.m. on Monday, 19 May 2025 at Training Room No. 1, Blueprint, 2/F., Dorset House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions:
- To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and the independent auditors of the Company for the year ended 31 December 2024;
- To re-elect Mr. NG Ho Lun as an executive Director of the Company;
- To re-elect Mr. CHU Lok Fung Barry as an executive Director of the Company;
- To re-elect Mr. LAM Tak Ling Derek as an executive Director of the Company;
- To authorise the board of Directors (the "Board") to fix the Directors' remuneration;
- To re-appoint Baker Tilly Hong Kong Limited as the auditors of the Company and authorise the Board to fix the auditors' remuneration; and
as special business, to consider and, if thought fit, pass the following resolutions (with or without amendments) as ordinary resolutions:
7. "THAT:
(a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (e) below) of all the powers of the Company to allot, issue and deal with new shares ("Shares") (including any sale or transfer of treasury shares ("Treasury Shares") of Company out of treasury) in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (as amended from time to time) (the "Listing Rules"), be and is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (e) below) to make or grant offers, agreements, options (including bonds, warrants and debentures and other securities which carry rights to subscribe for or are convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers either during or after the end of the Relevant Period (as defined in paragraph (e) below);
(c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (e) below); (ii) the exercise of the rights of subscription or conversion under the terms of any warrants which may be issued by the Company or any securities which are convertible into shares; (iii) the exercise of options granted under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees, officers, Directors and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company; and (iv) any scrip dividend scheme or similar arrangement providing for allotment and issue of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the articles of association of the Company from time to time, shall not exceed the aggregate of: (aa) 20% of the aggregate number of issued Shares as at the date of passing of this resolution (excluding any Treasury Share (if any)); and (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of the Shares which may be repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of issued Shares on the date of the passing of this resolution); and the said approval pursuant to paragraph (a) of this resolution shall be limited accordingly;
(d) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (c) above 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; and
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(e) for the purposes 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 articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such mandate.
“Rights Issue” means an offer of shares of the Company or offer or issue of warrants or options or other securities giving rights to subscribe for the shares of the Company open for a period fixed by the Directors to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holding of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange, in any territory outside Hong Kong, applicable to the Company).
- “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to purchase or repurchase Shares and securities which carry a right to subscribe or purchase Shares issued directly or indirectly by the Company on the Stock Exchange or on any other stock exchange on which the Shares or securities of the Company may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Securities and Futures Commission, the Companies Law of the Cayman Islands, the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
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NOTICE OF AGM
(b) the aggregate number of Shares and securities which carry a right to subscribe or purchase Shares issued directly or indirectly by the Company which may be purchased or repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of issued Shares (excluding any Treasury Share (if any)) as at the date of the passing of this resolution, and the said approval shall be limited accordingly;
(c) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (b) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (b) above 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; and
(d) 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 articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such mandate.”
- “THAT conditional upon resolutions no. 7 and no. 8 above being passed (with or without amendments), the general and unconditional mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with shares (including any sale or transfer of Treasury Shares out of treasury) of the Company pursuant to the resolution set out in resolution no. 7 above be and is hereby extended by the addition thereto such number of shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted to the directors of the Company under resolution no. 8 above, provided that such amount shall not exceed 10% of number of issued Shares (excluding any Treasury Share (if any)) as at the date of the passing of this resolution.”
By order of the Board
Smart Globe Holdings Limited
NG Ho Lun
Chairman and Executive Director
Hong Kong, 25 April 2025
NOTICE OF AGM
Notes:
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A member of the Company entitled to attend and vote at the annual general meeting shall be entitled to appoint one or if he is a holder of two or more shares of the Company, more than one proxies to attend and vote in his stead. A proxy need not be a member of the Company but must be present in person in the annual general meeting to represent the member. Completion and return of the form of proxy will not preclude a member of the Company from attending the annual general meeting and voting in person should he so wish. In such event, his form of proxy will be deemed to have been revoked.
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Where there are joint registered holders of any share, any one of such persons may vote at the annual general meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the annual general meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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A form of proxy for the annual general meeting is enclosed. In order to be valid, the form of proxy 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, must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 48 hours before the time for holding the annual general meeting or any adjournment thereof.
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To ascertain the members' entitlement to attend and vote at the meeting, the register of members will be closed from 14 May 2025 (Wednesday) to 19 May 2025 (Monday), both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on 13 May 2025 (Tuesday).
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An explanatory statement containing further details regarding resolution no. 8 above is set out in Appendix I to this circular of which this notice of AGM forms part.
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Details of the Directors who will retire and are proposed to be re-elected at the AGM are set out in Appendix II to this circular.
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Members of the Company or their proxies shall produce documents of their proof of identity when attending the annual general meeting.
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If Typhoon Signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the annual general meeting, the meeting will be postponed. The Company will post an announcement on the website of Company at www.smartglobehk.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
As at the date of this notice, the executive Directors are Mr. NG Ho Lun, Mr. CHU Lok Fung Barry, Mr. CHEN Kun and Mr. LAM Tak Ling Derek; and the independent non-executive Directors are Dr. WU Ka Chee Davy, Mr. YIU Ho Chi Stephen and Ms. LAW Ying Wai Denise
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