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SMIT Holdings Limited — Proxy Solicitation & Information Statement 2025
Apr 29, 2025
50470_rns_2025-04-29_ed348c9b-1cfe-4172-ac00-f2a9515073a5.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in SMIT Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy 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.
SMIT
SMIT HOLDINGS LIMITED
國微控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2239)
PROPOSED DECLARATION OF DIVIDEND, GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of SMIT Holdings Limited to be held at Room 4202-04, 42/F China Resources Building, 26 Harbour Road, Wanchai, Hong Kong at 4:00 p.m. on Friday, 30 May 2025 is set out on pages 17 to 21 of this circular.
A letter from the Board is set out on pages 4 to 8 of this circular.
Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.
29 April 2025
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
- Introduction 4
- Final Dividend 5
- Issue Mandate 5
- Repurchase Mandate 5
- Extension Mandate 6
- Re-election of Directors 6
- The Annual General Meeting 7
- Recommendation 8
- Voting by Way of Poll 8
- Closure of Register of Members 8
- General 8
APPENDIX I - EXPLANATORY STATEMENT 9
APPENDIX II - PARTICULARS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING 12
NOTICE OF THE ANNUAL GENERAL MEETING 17
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be held at Room 4202-04, 42/F China Resources Building, 26 Harbour Road, Wanchai, Hong Kong at 4:00 p.m. on Friday, 30 May 2025 or any adjournment thereof
“Articles” the articles of association of the Company
“Board” the board of Directors
“CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
“Companies Act” the Companies Act, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands
“Company” or “SMIT” SMIT Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange
“Core Connected Person(s)” has the meaning ascribed to it under the Listing Rules
“Director(s)” director(s) of the Company
“Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that the total number of Shares which may be allotted and issued under the Issue Mandate may be extended by the addition thereto the total number of Shares repurchased under the Repurchase Mandate
“Group” the Company and its subsidiaries
“HK$” and “HK cents” Hong Kong dollars and cents respectively, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
— 1 —
DEFINITIONS
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with new Shares and/or to resell or transfer of Shares held in treasury (to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations) of not exceeding 20% of the total number of issued Shares as at the date of passing the relevant resolution at the Annual General Meeting
"Latest Practicable Date"
Monday, 28 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Memorandum and Articles of Association"
the Memorandum of Association and Articles
"Memorandum of Association"
the memorandum of association of the Company
"PRC"
The People’s Republic of China
"Proposed Amendments"
the proposed amendments to the Memorandum and Articles of Association as set out in Appendix III to this circular
"Record Date"
Thursday, 12 June 2025, being the record date for determining entitlements of the Shareholders to the proposed final dividend
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares not exceeding 10% of the total number of issued Shares as at the date of passing the relevant resolution at the Annual General Meeting
"SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of US$0.00002 each in the share capital of the Company
"Shareholder(s)"
holder(s) of the Shares
— 2 —
DEFINITIONS
"SMIT Hong Kong"
SMIT Holdings (HK) Limited, a company incorporated under the laws of Hong Kong with limited liability and a wholly-owned subsidiary of the Company
"SMIT Shenzhen"
SMIT Group Limited (國微集團(深圳)有限公司), a company incorporated under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Hong Kong Code on Takeovers and Mergers
"treasury shares"
shares repurchased and held by a company in treasury, as authorised by the laws of its place of incorporation and its articles of association or equivalent constitutional documents, which, for the purpose of the Listing Rules, include shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange
"%"
percent
— 3 —
LETTER FROM THE BOARD
SMiT
SMIT HOLDINGS LIMITED
國微控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2239)
Executive Directors:
Mr. Huang Xueliang (Chairman)
Mr. Loong, Manfred Man-tsun
Ms. Chen Ying
Non-Executive Directors:
Mr. Kwan, Allan Chung-yuen
Mr. Cai Jing
Independent non-executive Directors:
Mr. Zhang Junjie
Mr Woo Kar Tung, Raymond
Mr. Jin Yufeng
Ms. Zhang Min
Registered office:
Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Principal place of business
in Hong Kong:
Room 4202-04,
42/F China Resources Building,
26 Harbour Road,
Wanchai, Hong Kong
29 April 2025
To the Shareholders
Dear Sir/Madam,
PROPOSED DECLARATION OF DIVIDEND,
GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS,
AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
This circular contains information relating to the proposed declaration of final dividend, the Issue Mandate, the Repurchase Mandate and the Extension Mandate, an explanatory statement regarding the Repurchase Mandate, and details of the retiring Directors proposed to be re-elected.
LETTER FROM THE BOARD
FINAL DIVIDEND
As stated in the announcement issued by the Company dated 27 March 2025 relating to the annual results of the Group for the year ended 31 December 2024, the Board recommended the payment of a final dividend of HK1.00 cent per Share in respect of the year ended 31 December 2024 (“Final Dividend”) to Shareholders whose names appear on the register of members of the Company on the Record Date. The proposed Final Dividend is subject to approval by the Shareholders at the Annual General Meeting and a resolution will be proposed to the Shareholders for voting at the Annual General Meeting. If the resolution for the proposed Final Dividend is passed at the Annual General Meeting, the proposed Final Dividend will be payable on or about Friday, 20 June 2025.
ISSUE MANDATE
At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the power of the Company to allot, issue and deal with new Shares not exceeding 20% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of the relevant resolution. As at the Latest Practicable Date, a total of 324,931,990 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 64,986,398 Shares, without taking into account any additional Shares which may be issued pursuant to the Extension Mandate.
REPURCHASE MANDATE
At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange, Shares not exceeding 10% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of the relevant resolution. As at the Latest Practicable Date, a total of 324,931,990 Shares were in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 32,493,199 Shares.
Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.
— 5 —
LETTER FROM THE BOARD
EXTENSION MANDATE
In addition, an ordinary resolution will also be proposed at the Annual General Meeting to extend the Issue Mandate by the addition thereto the total number of Shares repurchased under the Repurchase Mandate.
The Repurchase Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by the Companies Act or the Articles to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
RE-ELECTION OF DIRECTORS
According to Article 16.18 of the Articles, at each annual general meeting, 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 at least once every three years.
As such, Mr. Huang Xueliang, Mr. Jin Yufeng and Mr. Woo Kar Tung, Raymond will retire and, being eligible, offer themselves for re-election.
According to Article 16.2 of the Articles, any Director appointed as an addition to the Board shall hold office until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting. Accordingly, Ms. Chen Ying, who was appointed as an executive Director with effect from 2 August 2024 as an addition to the Board, and Ms. Zhang Min, who was appointed as an independent non-executive Director with effect from 29 April 2025 as an addition to the Board, will be eligible for re-election and has offered themselves for re-election at that Annual General Meeting.
Pursuant to code provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, if an independent non-executive Director serves an issuer for more than nine years, any further appointment of such an independent non-executive Director should be subject to a separate resolution to be approved by the shareholders. As Mr. Jin Yufeng and Mr. Woo Kar Tung, Raymond has served as independent non-executive Directors for more than nine years, separate resolutions will be proposed at the AGM to re-elect Mr. Jin Yufeng and Mr. Woo Kar Tung, Raymond as independent non-executive Directors.
The nomination committee of the Company (the "Nomination Committee"), having reviewed the Board's composition, noted that pursuant to the Articles and the nomination policy of the Board (the "Nomination Policy"), Mr. Huang Xueliang, Ms. Chen Ying, Mr. Jin Yufeng, Mr. Woo Kar Tung, Raymond and Ms. Zhang Min are eligible for nomination, and recommended Mr. Huang Xueliang, Ms. Chen Ying, Mr. Jin Yufeng, Mr. Woo Kar Tung, Raymond and Ms. Zhang Min to the Board for the Board to recommend to the Shareholders for re-election at the Annual General Meeting.
— 6 —
LETTER FROM THE BOARD
The recommendations were made in accordance with the Articles and the Nomination Policy and took into account the various diversity aspects as set out in the board diversity policy and also the diverse background of each candidate and their respective contributions to the Board. In particular, based on (a) the contributions of Mr. Jin Yufeng and Mr. Woo Kar Tung, Raymond over the years of their respective appointments; (b) their expertise, in particular Mr. Woo Kar Tung, Raymond possessing the relevant accounting and financial management expertise; and (c) the extensive industry experience possessed by Mr. Jin Yufeng, the Nomination Committee was satisfied that Mr. Jin Yufeng and Mr. Woo Kar Tung Raymond possess the required integrity and character to act as director of the Company and bring objective and independent judgment to the Board. The Company has also received the annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules from Mr. Jin Yufeng and Mr. Woo Kar Tung, Raymond. During the years of their respective appointments, Mr. Jin Yufeng and Mr. Woo Kar Tung, Raymond demonstrated their abilities to provide independent views to the Company's matters. In addition, the Nomination Committee and the Board also noted that Mr. Jin Yufeng and Mr. Woo Kar Tung, Raymond (i) does not have any relationship with any Director, senior management or substantial shareholder or controlling shareholder of the Company; and (ii) is not involved in any relationships or circumstances which would interfere with the exercise of his independent judgement as an independent non-executive Director. Based on such factors, the Nomination Committee and the Board consider that Mr. Jin Yufeng and Mr. Woo Kar Tung, Raymond remain independent despite their years of service with the Company. As such, the Board accepted the Nomination Committee's recommendations and recommended Mr. Huang Xueliang, Ms. Chen Ying, Mr. Jin Yufeng, Mr. Woo Kar Tung, Raymond and Ms. Zhang Min to stand for re-election by Shareholders at the Annual General Meeting. Mr. Huang Xueliang, Ms. Chen Ying, Mr. Jin Yufeng, Mr. Woo Kar Tung, Raymond and Ms. Zhang Min abstained from voting on their respective nominations.
Details of the Directors to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.
THE ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting to be held at Room 4202-04, 42/F China Resources Building, 26 Harbour Road, Wanchai, Hong Kong at 4:00 p.m. on Friday, 30 May 2025 is set out on pages 17 to 21 of this circular.
A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors believe that the proposed declaration of the Final Dividend, grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, the re-election of Directors named above and the adoption of the Third Amended and Restated Memorandum and Articles of Association are in the interests of the Company and the Shareholders as a whole.
Accordingly, the Directors recommend that Shareholders vote in favour of all the resolutions as set out in the AGM notice at the Annual General Meeting.
VOTING BY WAY OF POLL
Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. Every resolution put to the vote of the Annual General Meeting will be decided on a poll pursuant to Article 13.6 of the Articles.
CLOSURE OF REGISTER OF MEMBERS
Annual General Meeting
The transfer books and register of members will be closed from Saturday, 24 May 2025 to Friday, 30 May 2025, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, 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 Friday, 23 May 2025 for registration.
Final Dividend
The transfer books and register of members will be closed from Saturday, 7 June 2025 to Thursday, 12 June 2025, both days inclusive, during which period no transfer of Shares will be affected. In order to qualify for the proposed Final Dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, 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 Friday, 6 June 2025 for registration.
GENERAL
Your attention is drawn to the additional information as set out in the Appendices.
Yours faithfully,
For and on behalf of the Board of
SMIT Holdings Limited
Huang Xueliang
Chairman
APPENDIX I
EXPLANATORY STATEMENT
This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information as to the proposed Repurchase Mandate.
1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.
2. ISSUED SHARES
As at the Latest Practicable Date, there were a total of 324,931,990 Shares in issue and the Company has no treasury shares.
Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 32,493,199 Shares, which represents 10% of the total number of issued Shares as at the date of passing the resolution.
To the extent that any treasury shares are deposited with CCASS pending resale, 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 will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS and (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.
3. REASONS FOR THE REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.
APPENDIX I
EXPLANATORY STATEMENT
4. FUNDING OF REPURCHASES
In repurchasing the Company’s securities, the Company may only apply funds legally available for the purpose in accordance with the Articles and the Companies Act.
5. IMPACT ON THE WORKING CAPITAL OR GEARING POSITION OF THE COMPANY
Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as reflected in the latest published audited financial statements of the Company. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company.
6. SHARE PRICES
The Shares are trading on the Stock Exchange and the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the following months immediately preceding the Latest Practicable Date are as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| March 2024 | 1.58 | 1.36 |
| April 2024 | 1.38 | 1.38 |
| May 2024 | 1.60 | 1.37 |
| June 2024 | 1.58 | 0.93 |
| July 2024 | 0.93 | 0.68 |
| August 2024 | 0.68 | 0.49 |
| September 2024 | 0.89 | 0.51 |
| October 2024 | 1.28 | 0.80 |
| November 2024 | 1.27 | 0.98 |
| December 2024 | 1.20 | 0.79 |
| January 2025 | 1.00 | 0.88 |
| February 2025 | 0.88 | 0.65 |
| March 2025 | 1.19 | 0.74 |
| April 2025 (up to the Latest Practicable Date) | 1.00 | 0.70 |
APPENDIX I
EXPLANATORY STATEMENT
7. THE TAKEOVERS CODE
If a Shareholder’s proportionate interest in the voting rights of the Company increases when the Company exercises its powers to repurchase 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 (as defined in 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.
As at the Latest Practicable Date, to the best of the knowledge of the Directors, the controlling shareholder (as defined in the Listing Rules) of the Company, namely Mr. Huang Xueliang (the “Controlling Shareholder”), controls the exercise of 57.14% voting rights in the general meeting of the Company. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate (if such shareholdings otherwise remain the same), the indirect shareholding of the Controlling Shareholder in the Company would increase to approximately 63.49% of the issued Shares. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 and Rule 32 of the Takeovers Code.
8. SHARE REPURCHASE MADE BY THE COMPANY
The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months preceding the Latest Practicable Date.
9. GENERAL
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 to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Articles, the Listing Rules and the applicable laws of the Cayman Islands.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that they have any present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any Shares held by them to the Company in the event that the Repurchase Mandate is granted.
Neither this explanatory statement nor the Repurchase Mandate has any unusual features.
APPENDIX II
PARTICULARS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The biographical details of the retiring Directors being eligible and offering themselves for re-election at the Annual General Meeting are set out below:
Mr. Huang Xueliang (黄學良), aged 62, is the chairman, an executive Director and the chief executive officer of our Company and the Founder of our Group. He was appointed as the chairman, executive Director and the chief executive officer of our Company with effect from 20 September 2015. He is also a director of SMIT Hong Kong. Mr. Huang is primarily responsible for the overall strategic planning and overseeing the general management of our Group. He has over 40 years of experience in the IC design industry.
From March 1989 to December 1991, Mr. Huang worked in the China National Electronic Devices Corp., Shenzhen branch (中國電子器件公司深圳公司), a company primarily engaged in distributing and selling computer related components and other electronic components. From January 1992 to February 1993, Mr. Huang worked as the vice manager in Shenzhen Xianke Mechatronics Corporation (深圳市先科機械電子公司), (Formerly named as Precision Mold Manufacturing Co., LTD (精密模具製造有限公司)), a company engaged in the processing of various electronic modules and components. Mr. Huang is the Board Chairman of Shenzhen State Micro Science and Technology Co. Ltd (深圳市國微科技有限公司), a company engaged in the research and development of integrated circuit design from 1993 to 7 July 2022. He has served as Board Chairman of Shenzhen Smart Device Technology Co., LTD (深圳市視美泰技術股份有限公司), a high-tech company focus on smart screen and machine intelligence from 5 September 2015 to 31 January 2024. He was appointed as Director of S2C Limited (上海思爾芯技術股份有限公司) (formerly named as S2C Shanghai Co., Ltd (上海國微思爾芯技術股份有限公司) from 5 November 2018 to 7 November 2022. He has served as the deputy director of China Semiconductor Industry Association IC Design Branch (中國半導體行業協會集成電路設計分會) from November 2005 to November 2023, and deputy director of The Integrated Circuit Design Industry Technology Innovative Alliance (集成電路設計產業技術創新戰略聯盟).
Mr. Huang obtained a bachelor's degree in semiconductor from Xidian University (formerly known as North-western Telecommunications Engineering School 西北電訊工程學院)) in July 1984 and a master's degree in electrical engineering from Southeast University in April 1989.
Mr. Huang entered into a service agreement with the Company for a term of three years commencing from 27 March 2025 which may be terminated by either party upon a three month prior written notice. Pursuant to the service agreement, Mr. Huang is entitled to an annual director's fee of US$24,000, determined with reference to his experience and qualifications.
As at the Latest Practicable Date, Mr. Huang was directly interested in 5,043,624 Shares. Mr. Huang also held a 99% interest in Shenzhen Qianhai Guowei Investment Co., Ltd. (深圳前海國微投資有限公司), which in turn held a 100% interest in Ever Expert Holdings Limited. Mr. Huang was therefore also deemed to be interested in the 178,092,777 Shares held by Ever Expert Holdings Limited as at the Latest Practicable Date.
Mr. Huang is not related to any Director, senior management member, substantial or controlling shareholder (as defined under the Listing Rules) of the Company.
— 12 —
APPENDIX II
PARTICULARS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Jin Yufeng (金玉豐), aged 64, is an independent non-executive Director of our Company. Mr. Jin joined the Group on 6 March 2016, and was appointed as an independent non-executive Director of our Company with effect from 6 March 2016.
Mr. Jin has over 40 years of research experience in the electronic engineering industry. From April 1985 to March 1999, Mr. Jin worked as an engineer and senior engineer in the 55th Research Institute of China Electronics Technology Group Corporation (中國電子科技集團公司第五十五研究所), which is specialised in the research and development on electronic components. From April 1999 to February 2001, Mr. Jin was a post-doctoral research fellow in the Institute of Microelectronics, Peking University (北京大學微電子學研究院). November 2001 to October 2004, Mr. Jin served as a senior research engineer of Singapore Institute of Manufacturing Technology. He has been a professor in the School of Electronics Engineering and Computer Science (信息科學技術學院) in Peking University from August 2006 to July 2024. Mr. Jin was a consultant of the Hong Kong Applied Science and Technology Research Institute Company Limited (香港應用科技研究院有限公司) from August 2007 to November 2007. Mr. Jin has served as an independent director of Shanghai Belling Co., Ltd (上海貝嶺股份有限公司) (Shanghai Stock Exchange stock code: 600171), an IC designer and application developer listed on the Shanghai Stock Exchange, from December 2013 to November 2019. He has served as independent Director of Hwatsing Co., Limited. (華海清科股份有限公司) (a high-end semiconductor equipment manufacturer with core independent intellectual property rights) since November 2020.
Mr. Jin received his bachelor's degree in electronic engineering and master's degree in electronic engineering from Southeast University (previously known as Nanjing Institute of Technology (南京工學院)) in July 1982 and July 1985 respectively. He received his doctorate degree in physics and electronics from Southeast University in March 1999.
Mr. Jin entered into a service agreement with the Company for a term of three years commencing from 27 March 2025 which may be terminated by either party upon a three month prior written notice. Pursuant to the service agreement, Mr. Jin is entitled to an annual director's fee of US$24,000, determined with reference to his experience and qualifications.
As at the Latest Practicable Date, Mr. Jin did not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Future Ordinance.
Mr. Jin is not related to any Director, senior management member, substantial or controlling shareholder (as defined under the Listing Rules) of the Company.
— 13 —
APPENDIX II
PARTICULARS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Woo Kar Tung, Raymond (胡家棣), aged 56, is an independent non-executive Director of our Company. Mr. Woo joined the Group on 6 March 2016, and was appointed as an independent non-executive Director of our Company with effect from 6 March 2016.
Mr. Woo has nearly 31 years of experience in the accounting and financial services industry. He began his career at Arthur Andersen & Co (香港安達信會計師事務所) where he qualified. From November 1997 to March 2004, Mr. Woo served as a vice president of investment banking division of ING Bank H.V.. From 2004 to 2006, Mr. Woo served as managing director and head of finance corporate at CITIC Securities (HK) Company Limited (中信證券 (香港) 有限公司). Mr. Woo joined IRC Limited (鐵江現貨有限公司) (HKSE: 1029) in 2010, an industrial commodities producer listed on the Main Board of the Stock Exchange as an executive director, he has since 2015 been re-designated as a non-executive director and CFO of IRC Limited (鐵江現貨有限公司) and was appointed as an independent non-executive director since January 2018 and resigned on May 25, 2022. Mr. Woo has served as an independent non-executive director of Yuanda China Holdings Limited (遠大中國控股有限公司) (HKSE: 2789), a company principally engaged in the manufacturing and sale of curtain walls listed on the Main Board of the Stock Exchange, from April 2011 to June 2024. He has been appointed as an independent non-executive director of Yankuang Energy Group Company Limited (兗礦能源集團股份有限公司) (HKSE: 1171, Shanghai Stock Exchange stock code: 600188), a company engaged in the production and sales of coal listed on the Main Board of the Stock Exchange and Shanghai Stock Exchange since June 2023.
Mr. Woo received a bachelor's degree of commerce in the University of New South Wales, Australia in April 1992. Mr. Woo became a certified practising accountant of the Australian Society of Certified Practising Accountants in November 1996, and a fellow member of the Hong Kong Institute of Certified Public Accountants in April 2005.
Mr. Woo entered into a service agreement with the Company for a term of three years commencing from 27 March 2025 which may be terminated by either party upon a three month prior written notice. Pursuant to the service agreement, Mr. Woo is entitled to an annual director's fee of US$24,000, determined with reference to his experience and qualifications.
As at the Latest Practicable Date, Mr. Woo did not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Future Ordinance.
Mr. Woo is not related to any Director, senior management member, substantial or controlling shareholder (as defined under the Listing Rules) of the Company.
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APPENDIX II
PARTICULARS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Ms. Chen Ying, aged 44, is the executive vice president of the Group. Ms. Chen is primarily responsible for corporate investment management and information disclosure. She has over 21 years of industry experience in integrated circuit.
From July 2002 to September 2003, Ms. Chen worked as a research and development engineer at Shenzhen Guoxin Micro Co., Ltd. (深圳市國微電子股份有限公司) and served as assistant to the president and human resources manager from October 2003 to May 2005. Ms. Chen joined SMIT Group Limited (國微集團(深圳)有限公司) (“SMIT Group”), a wholly-owned subsidiary of the Company, in June 2005 where she began to serve as a director of the general office of from June 2005 to November 2008, secretary of the board from December 2008 to September 2010, vice president of SMIT Group from October 2010 to March 2018, and has been serving as executive vice president of the Group since April 2018.
Ms. Chen graduated from Hefei University of Technology in July 2002 with a bachelor's degree in measurement and control technology and obtained a master's degree in business administration from Peking University in July 2024.
Ms. Chen entered into a service agreement with the Company for a term of three years commencing from 2 August 2024 which may be terminated by either party upon a three month prior written notice. Ms. Chen is entitled to an annual remuneration of an amount equivalent to approximately HK$1,177,600 (including a directors fee of US$24,000 pursuant to the Service Contract) and other discretionary bonuses as may be determined by the Board.
As at the Latest Practicable Date, Ms. Chen is interested in 1,067,661 shares of the Company.
Ms. Chen is not related to any Director, senior management member, substantial or controlling shareholder (as defined under the Listing Rules) of the Company.
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APPENDIX II
PARTICULARS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Ms. Zhang Min, aged 48, got her Ph.D. degree from the Department of Electrical and Electronic Engineering at Hong Kong University of Science and Technology.
She had worked for Solomon Systech Limited from October 2006 to August 2012, as an Engineer and Senior Engineer responsible for the development of advanced semiconductor devices. From September 2012 to November 2023, she worked as an assistant professor, associate professor, and doctoral supervisor at School of Electronic and Computer Engineering of Peking University Shenzhen Graduate School, and served as deputy director of Thin Film Transistor and Advanced Display Lab of Peking University Shenzhen Graduate School. From November 2023 to October 2024, she served as a director at Hong Kong Applied Science and Technology Research Institute. She is a professor at the School of Science and Engineering of the Chinese University of Hong Kong, Shenzhen since October 2024.
Ms. Zhang is a senior member of the Institute of Electrical and Electronics Engineers ("IEEE") and served as treasurer of IEEE Electron Device and Solid-State Circuits Society Shenzhen Joint Chapter from 2015 to 2017.
Ms. Zhang graduated from Xi'an Jiaotong University in June 1997 with a bachelor's degree from Department of Electronic Engineering. In June 2000, she obtained a master's degree in Electronic Science and Technology from Xi'an Jiaotong University. Ms. Zhang received her Ph.D. degree from the Department of Electrical and Electronic Engineering at Hong Kong University of Science and Technology in September 2006.
Ms. Zhang entered into a service agreement with the Company for a term of three years commencing from 29 April 2025 which may be terminated by either party upon a three month prior written notice. Pursuant to the service agreement, Ms. Zhang is entitled to an annual director's fee of US$24,000, determined with reference to her experience and qualifications.
As at the Latest Practicable Date, Ms. Zhang did not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Future Ordinance.
Ms. Zhang is not related to any Director, senior management member, substantial or controlling shareholder (as defined under the Listing Rules) of the Company.
Save as disclosed above, none of the above retiring Directors have any information which is required to be disclosed under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters relating to the re-election of the retiring Directors that need to be brought to the attention of the Shareholders.
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NOTICE OF THE ANNUAL GENERAL MEETING
SMIT
SMIT HOLDINGS LIMITED
國微控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2239)
NOTICE IS HEREBY GIVEN that the annual general meeting of SMIT Holdings Limited (the "Company") will be held at Room 4202-04, 42/F China Resources Building, 26 Harbour Road, Wanchai, Hong Kong at 4:00 p.m. on Friday, 30 May 2025 to consider and, if thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
- to receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and the auditor of the Company for the year ended 31 December 2024;
- to declare a final dividend of HK$0.01 per ordinary share of the Company in respect of the year ended 31 December 2024;
- to re-elect Mr. Huang Xueliang as an executive director of the Company;
- to re-elect Mr. Jin Yufeng as an independent non-executive director of the Company;
- to re-elect Mr. Woo Kar Tung, Raymond as an independent non-executive director of the Company;
- to re-elect Ms. Chen Ying as an executive director of the Company;
- to re-elect Ms. Zhang Min as an independent non-executive director of the Company;
- to authorise the board of directors of the Company to fix the remuneration of the Company's directors;
- to re-appoint PricewaterhouseCoopers as the Company's auditor and authorise the board of directors of the Company to fix their remuneration;
and, as additional ordinary business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification);
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NOTICE OF THE ANNUAL GENERAL MEETING
- “THAT:
(a) subject to paragraph (c) below, pursuant to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares of US$0.00002 each in the capital of the Company (the “Shares” and each, a “Share”) and to make or grant offers, agreements or options, including warrants to subscribe for, or to convert any securities (including bonds and convertible debentures) into, Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements or options which might require the exercise of the aforesaid powers after the expiry of the Relevant Period;
(c) the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options and otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (defined below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20 per cent. of the total number of issued Shares (excluding any treasury shares) as at the date of the passing of this resolution; and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
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NOTICE OF THE ANNUAL GENERAL MEETING
(d) for the purposes of this resolution:
(i) “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(aa) the conclusion of the next annual general meeting of the Company;
(bb) 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 the applicable laws of the Cayman Islands to be held; or
(cc) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.
(ii) “Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the directors of the Company to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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 outside Hong Kong).
(iii) Any reference to an allotment, issue, conversion, grant or dealing of Shares shall include the resale or transfer of Shares held in treasury (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.
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NOTICE OF THE ANNUAL GENERAL MEETING
- “THAT:
(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase (or agree to repurchase) shares of US$0.00002 each in the capital of the Company (the “Shares” and each, a “Share”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), or any other stock exchange on which the Shares may be listed and 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, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the total number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the total number of issued Shares (excluding any treasury shares) as at the date of the passing of this resolution and the authority pursuant to 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
(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 the applicable laws of the Cayman Islands to be held; or
(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 of the Company by this resolution.”
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NOTICE OF THE ANNUAL GENERAL MEETING
- "THAT conditional on the passing of resolutions numbered 10 and 11 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 10 above be and it is hereby extended by the addition thereto the total number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of the total number of Shares repurchased or agreed to be repurchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 11 above."
Yours faithfully,
For and on behalf of the board of directors of
SMIT Holdings Limited
Cheng Kai Pui, Eric
Company Secretary
29 April 2025
Registered office:
Maple Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Principal place of business in Hong Kong:
Room 4202-04,
42/F China Resources Building,
26 Harbour Road,
Wanchai, Hong Kong
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NOTICE OF THE ANNUAL GENERAL MEETING
Notes:
-
Any member entitled to attend and vote at the above meeting is entitled to appoint one or, if he is the holder of two or more shares, one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.
-
In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the offices of the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, at least 48 hours before the time for holding the above meeting.
-
The transfer books and register of members of the Company will be closed from Saturday, 24 May 2025 to Friday, 30 May 2025 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attending the annual general meeting, all duly completed transfer forms, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 23 May 2025 for registration.
-
In relation to proposed resolution numbered 2 above, the proposed final dividend will be payable to the shareholders whose names appear on the register of members of the Company on Thursday, 12 June 2025. The transfer books and register of members of the Company will be closed from Saturday, 7 June 2025 to Thursday, 12 June 2025 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for the proposed final dividend, all duly completed transfer forms, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 6 June 2025 for registration.
-
In relation to proposed resolutions numbered 10 and 12 above, approval is being sought from the shareholders for the grant to the directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. The directors of the Company have no immediate plans to issue any new Shares.
-
In relation to proposed resolution numbered 11 above, the directors of the Company wish to state that they will exercise the powers conferred thereby to purchase Shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in the Appendix I to the circular of which this notice of the annual general meeting forms part.
-
In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto in the meeting, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
-
Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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