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Strawbear Entertainment Group Proxy Solicitation & Information Statement 2025
50384_rns_2025-05-21_886c8c03-7730-4375-9426-a476bfe05182.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in AEON Credit Service (Asia) Company Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.
AEON CREDIT SERVICE (ASIA) CO., LTD.
AEON 信貸財務 (亞洲) 有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 900)
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the 2025 AGM of the Company to be held on Thursday, 26 June 2025 at 10:00 a.m. (or any adjournment thereof) physically at 20/F, Mira Place Tower A, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong, with an option for virtual attendance and participation via Vistra eVoting Portal is set out on pages 13 to 14 of this circular.
Whether or not you are able to attend the 2025 AGM or any adjournment thereof, you are requested to complete and (i) return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong; or (ii) submit the form of proxy electronically through the Vistra eVoting Portal (https://evoting.vistra.com/#/900) as soon as practicable but in any event, not less than 48 hours before the time appointed for the 2025 AGM (i.e. no later than 10:00 a.m. on Tuesday, 24 June 2025 (Hong Kong time)) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person or online (if applicable) at the 2025 AGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.
22 May 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
- INTRODUCTION ... 2
- RE-ELECTION OF DIRECTORS ... 2
- ANNUAL GENERAL MEETING ... 3
- VOTING BY POLL ... 4
- RECOMMENDATION ... 5
APPENDIX — DETAILS OF DIRECTORS ... 6
NOTICE OF ANNUAL GENERAL MEETING ... 13
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
“2025 AGM”
the annual general meeting of the Company to be held on Thursday, 26 June 2025 at 10:00 a.m. or any adjournment thereof physically at 20/F, Mira Place Tower A, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong, with an option for a virtual attendance and participation
“Articles of Association”
the articles of association of the Company
“Board”
the board of Directors
“Company”
AEON Credit Service (Asia) Company Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange
“Director(s)”
the director(s) of the Company
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date”
16 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“Notification Letter”
a further letter from the Board to registered Shareholders dated 22 May 2025 regarding electronic proxy submission and electronic meeting attendance
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)”
share(s) of the Company
“Shareholder(s)”
holder(s) of the Share(s)
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
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LETTER FROM THE BOARD
AEON CREDIT SERVICE (ASIA) CO., LTD.
AEON信貸財務(亞洲)有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 900)
Executive Directors:
Wei Aiguo (Managing Director)
Lai Yuk Kwong (Deputy Managing Director)
Wan Yuk Fong
Registered Office:
20/F, Mira Place Tower A
132 Nathan Road
Tsimshatsui
Kowloon, Hong Kong
Non-executive Directors:
Kenji Fujita (Chairman)
Jin Huashu
Independent Non-executive Directors:
Lee Ching Ming Adrian
Shing Mo Han Yvonne
Junko Dochi
Choi Ping Chung
22 May 2025
Dear Shareholders
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the 2025 AGM relating to the re-election of Directors and to give you notice of the 2025 AGM.
2. RE-ELECTION OF DIRECTORS
In accordance with Article 106 of the Articles of Association, all Directors shall retire at the 2025 AGM and shall be eligible for re-election.
Reference is made to the announcement of the Company dated 2 May 2025 regarding the retirement of Mr. Kenji Fujita at the 2025 AGM. Save for Mr. Kenji Fujita who will not stand for re-election, the other eight retiring Directors, namely Mr. Wei Aiguo, Mr. Lai Yuk Kwong, Ms. Wan Yuk Fong, Ms. Jin Huashu, Mr. Lee Ching Ming Adrian, Ms. Shing Mo Han Yvonne, Ms. Junko Dochi and Mr. Choi Ping Chung will offer themselves for re-election at the 2025 AGM.
LETTER FROM THE BOARD
The Nomination Committee has reviewed the structure and composition of the Board, the qualifications, skills, knowledge and experience, time commitment and contributions of the eight retiring Directors, having regard to the Nomination Policy and the Board Diversity Policy of the Company.
The Nomination Committee also reviewed and assessed the annual confirmation of independence of each Independent Non-executive Director based on the independence criteria as set out in Rule 3.13 of the Listing Rules.
The Nomination Committee is of the view that the four retiring Independent Non-executive Directors remain independent. The Independent Non-executive Directors have provided valuable contributions to the Company and demonstrated their ability to exercise independent judgment and provide a balanced and objective view in relation to the Company's affairs. Their extensive experience in their own fields is relevant to the Company's business. In addition, their educational background and diversity of experience have enabled them to provide valuable and diverse views as well as relevant insights to the Board and have contributed to the diversity of the Board.
The Nomination Committee is of the view that the eight retiring Directors have extensive experience in different fields and professions that are relevant to the Company's business. In addition, their respective educational background, experience and knowledge should allow them to provide relevant and constructive insights and contribute to the diversity of the Board. Accordingly, the Nomination Committee has recommended them to the Board for re-election and the Board has endorsed the recommendations of the Nomination Committee and recommended all the eight retiring Directors to stand for re-election at the 2025 AGM.
Details of the eight retiring Directors proposed to be re-elected at the 2025 AGM are set out in the Appendix to this circular.
3. ANNUAL GENERAL MEETING
The notice convening the 2025 AGM is set out on pages 13 to 14 of this circular.
For the purpose of determining the shareholders who are entitled to attend and vote at the annual general meeting, the register of members of the Company will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025 (both days inclusive), and no transfer of shares can be registered in such period. In order to qualify for attending and voting at the 2025 AGM or any adjournment thereof, all transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Friday, 20 June 2025.
A form of proxy for use at the 2025 AGM or at any adjournment thereof is enclosed with this circular. Whether or not you intend to attend the 2025 AGM in person or online, you are requested to complete and (i) return the enclosed form of proxy to the Company's share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or (ii) submit the form of proxy electronically through the Vistra eVoting Portal (https://evoting.vistra.com/#/900), in accordance with the instructions on the Notification
LETTER FROM THE BOARD
Letter, in each case as soon as practicable but in any event not later than 48 hours before the time appointed for the 2025 AGM (i.e. no later than 10:00 a.m. on Tuesday, 24 June 2025 (Hong Kong time)) or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person or online (if applicable) at the 2025 AGM or any adjournment thereof should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
Shareholders will be able to attend the 2025 AGM, vote and submit questions relevant to the proposed resolutions online via the designated URL (https://evoting.vistra.com/#/900) by using the personalised login credentials provided on the Notification Letter sent by the Company. Shareholders participating in the 2025 AGM virtually will also be counted towards the quorum. If you have any technical difficulties or queries relating to the access of Vistra eVoting Portal for participating in the 2025 AGM, please contact the Company's share registrar, Tricor Investor Services Limited, via their hotline at (852) 2975 0928 during business hours (from 9:00 a.m. to 5:00 p.m., Monday to Friday, excluding Hong Kong public holidays).
Non-registered Shareholders, whose Shares are held in the Central Clearing and Settlement System (CCASS) through banks, brokers or custodians or HKSCC Nominees Limited (together, the "Intermediaries") may also be able to attend the 2025 AGM, vote and submit questions relevant to the proposed resolutions online. In this regard, they should get in touch directly with the Intermediaries for further arrangement, including obtaining the log-in credentials and online voting.
4. VOTING BY POLL
As required under Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, 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. Accordingly, the Chairman of the 2025 AGM will exercise his right under Article 66 of the Articles of Association to demand a poll on each of the resolutions to be proposed at the 2025 AGM. Detailed procedures for conducting a poll would be explained at the 2025 AGM.
On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his votes or cast all his votes in the same way.
After the conclusion of the 2025 AGM, the poll results will be published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.aeon.com.hk).
LETTER FROM THE BOARD
5. RECOMMENDATION
The Directors consider that the resolutions as set out in the notice of 2025 AGM are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the proposed resolutions.
Yours faithfully
On behalf of the Board
Kenji Fujita
Chairman
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APPENDIX
DETAILS OF DIRECTORS
Details of the Directors to be re-elected at the 2025 AGM are set out below:
Mr. Wei Aiguo, aged 56, was appointed as an Executive Director on 23 June 2022, the Managing Director on 1 March 2024 and a member of the Strategy Committee on 26 June 2024. He is also the managing director of AEON Financial Service (Hong Kong) Co., Limited (“AFS (HK)”), an immediate holding company of the Company, the chairman of AEON Micro Finance (Shenzhen) Co., Ltd. (“AMF Shenzhen”) and AEON Information Service (Shenzhen) Co., Ltd. (“AIS”), both of which are subsidiaries of the Company. He first joined the Company in January 2000, and rejoined AEON group in June 2006 as a general manager of AIS and AEON Credit Guarantee (China) Co., Ltd., a previous associate of the Company dissolved by means of members’ voluntary liquidation. He subsequently became a Senior Manager of the Company with a focus on the Mainland China business in 2009. From October 2013 to May 2016, he was the managing director of AEON Micro Finance (Tianjin) Co., Ltd., a previous subsidiary of the Company dissolved by means of members’ voluntary liquidation, before his later return to the Company to take charge of marketing, sales, branch management and operations. He graduated from the Ritsumeikan University in Kyoto, Japan, with a Bachelor of Arts degree in Economics.
Save as disclosed, Mr. Wei did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years and does not hold any other position with the Company or its subsidiaries. He does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Wei did not have any interest in the Shares within the meaning of Part XV of the SFO.
There is no service contract between the Company and Mr. Wei. He has no fixed term of service with the Company but is subject to retirement and re-election at each annual general meeting of the Company in accordance with the Articles of Association. His emoluments are determined by the Remuneration Committee with reference to his duties and responsibilities, the Company’s performance and his performance, as well as remuneration benchmark in the industry and the prevailing market conditions. The emoluments of Mr. Wei for the year ended 28 February 2025 were HK$2,107,000.
Save as disclosed herein, there is no information relating to Mr. Wei that is required to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no other matters relating to his re-election that need to be brought to the attention of Shareholders.
Mr. Lai Yuk Kwong, aged 62, was appointed as an Executive Director and the Deputy Managing Director on 23 June 2017. He is currently a director of AFS (HK), an immediate holding company of the Company. He was a member of the Board from June 1999 to June 2016 and the deputy managing director of AFS (HK) from July 2012 to June 2015. After he retired from the Board in June 2016, he served as an advisor of the Company. He joined the Company in July 1996. He holds a Professional Diploma in Accountancy from the Hong Kong Polytechnic University. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, the Institute of Chartered Accountants in England & Wales and the Association of Chartered Certified Accountants.
APPENDIX
DETAILS OF DIRECTORS
Save as disclosed, Mr. Lai did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years and does not hold any other position with the Company or its subsidiaries. He does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Lai had a personal interest in 20,000 Shares, representing approximately 0.0048% of the total number of Shares in issue, within the meaning of Part XV of the SFO.
There is no service contract between the Company and Mr. Lai. He has no fixed term of service with the Company but is subject to retirement and re-election at each annual general meeting of the Company in accordance with the Articles of Association. His emoluments are determined by the Remuneration Committee with reference to his duties and responsibilities, the Company's performance and his performance, as well as remuneration benchmark in the industry and the prevailing market conditions. The emoluments of Mr. Lai for the year ended 28 February 2025 were HK$2,145,000.
Save as disclosed herein, there is no information relating to Mr. Lai that is required to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no other matters relating to his re-election that need to be brought to the attention of Shareholders.
Ms. Wan Yuk Fong, aged 55, was appointed as an Executive Director on 26 June 2024. She oversees the work of the Marketing Division, the Operations Division and the Corporate Business Division of the Company. She has over 20 years of credit card marketing and product-related experience with banks and other financial institutions, before she joined the Company in August 2021 as an assistant general manager in charge of Marketing and Promotions Department of the Company. She graduated from The University of Sydney with a Bachelor of Arts degree in Economics.
Save as disclosed, Ms. Wan did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years and does not hold any other position with the Company or its subsidiaries. She does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.
As at the Latest Practicable Date, Ms. Wan did not have any interest in the Shares within the meaning of Part XV of the SFO.
There is no service contract between the Company and Ms. Wan. She has no fixed term of service with the Company but is subject to retirement and re-election at each annual general meeting of the Company in accordance with the Articles of Association. Her emoluments are determined by the Remuneration Committee with reference to her duties and responsibilities, the Company's performance and her performance, as well as remuneration benchmark in the industry and the prevailing market conditions. The emoluments of Ms. Wan for the period from 26 June 2024 to 28 February 2025 were HK$992,000.
APPENDIX
DETAILS OF DIRECTORS
Save as disclosed herein, there is no information relating to Ms. Wan that is required to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no other matters relating to her re-election that need to be brought to the attention of Shareholders.
Ms. Jin Huashu, aged 47, was appointed as a Non-executive Director on 25 June 2021. She is currently the managing director of AMF Shenzhen, a subsidiary of the Company. She joined AIS in March 2008 as a department manager in charge of external business development. She was first appointed as a director of AIS and AMF Shenzhen in April 2010 and June 2015 respectively, and took up the position as a general manager of AFS (HK) from June 2017 to June 2019. She graduated from Jilin University with a Bachelor's degree in Economic Trading Japanese and holds a Master of Business Administration degree from the University of Minnesota.
Save as disclosed, Ms. Jin did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years and does not hold any other position with the Company or its subsidiaries. She does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.
As at the Latest Practicable Date, Ms. Jin did not have any interest in the Shares within the meaning of Part XV of the SFO.
There is no service contract between the Company and Ms. Jin. She has no fixed term of service with the Company but is subject to retirement and re-election at each annual general meeting of the Company in accordance with the Articles of Association. As the managing director of AMF Shenzhen, she will not receive any fee for serving on the Board of the Company.
Save as disclosed herein, there is no information relating to Ms. Jin that is required to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no other matters relating to her re-election that need to be brought to the attention of Shareholders.
Mr. Lee Ching Ming Adrian, aged 74, was appointed as an Independent Non-executive Director and the chairman of the Remuneration Committee on 1 October 2016, and a member of the Strategy Committee on 29 June 2023. He was the Chief Executive Officer and an Executive Director of Eagle Asset Management (CP) Limited, the manager of Champion REIT from 2008 till he retired on 30 June 2016. Mr. Lee has acquired extensive property and banking industry experience over a career spanning over 43 years. Mr. Lee held senior management positions for more than 22 years in the Great Eagle Group of companies, a major listed real estate company in Hong Kong, where his responsibilities included the management of marketing, leasing and sale activities, banking relationships, corporate communications and investor relations, as well as the management of Champion REIT. Mr. Lee also had over two decades of corporate real estate lending and advisory experience with a multinational banking institution. Mr. Lee was a Non-executive Director of Cinderalla Media Group Limited, a listed public company, from June 2002 to September 2015. Mr. Lee graduated from the University of Hong Kong with a Bachelor of Social Sciences degree.
APPENDIX
DETAILS OF DIRECTORS
Save as disclosed, Mr. Lee did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years and does not hold any other position with the Company or its subsidiaries. He does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Lee did not have any interest in the Shares within the meaning of Part XV of the SFO.
There is no service contract between the Company and Mr. Lee. He has no fixed term of service with the Company but is subject to retirement and re-election at each annual general meeting of the Company in accordance with the Articles of Association. He is entitled to a Director's fee determined by the Board with reference to his responsibilities, time and effort spent on the Board and committees and market benchmark. The Director's fee of Mr. Lee for the year ended 28 February 2025 was HK$380,000.
Save as disclosed herein, there is no information relating to Mr. Lee that is required to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no other matters relating to his re-election that need to be brought to the attention of Shareholders.
Ms. Shing Mo Han Yvonne, BBS, JP, aged 69, was appointed as an Independent Non-executive Director, a member of the Audit Committee and the Remuneration Committee on 23 June 2020. She was appointed as the chairman of the Audit Committee on 25 June 2021. She was appointed as a Justice of Peace of the HKSAR in 2013 and awarded Bronze Bauhinia Star in 2017. Ms. Shing is currently the chairman of Yinn Advisory Services Limited. She is an independent non-executive director of the following companies listed on the Stock Exchange of Hong Kong Limited: China Resources Pharmaceutical Group Limited, CSSC (Hong Kong) Shipping Company Limited and Analogue Holdings Limited. She is also an independent director of China Merchants Energy Shipping Company Limited, a public company listed on the Shanghai Stock Exchange.
Ms. Shing was a partner of Deloitte China for over 26 years until her retirement in May 2016. She was also a member of the 10th, 11th and 12th Jiangsu Provincial Committee of the Chinese People's Political Consultative Conference. She is a founding member and former president of the Association of Women Accountants (Hong Kong) Limited and the former chairman of the Hong Kong Institute of Certified Public Accountants Taxation Committee. Her professional qualifications include fellow member of the Hong Kong Institute of Certified Public Accountants, Association of Chartered Certified Accountants and Hong Kong Chartered Governance Institute (formerly known as the Hong Kong Institute of Chartered Secretaries).
Ms. Shing's current appointments include member of the Hong Kong Deposit Protection Board, court member of the Hong Kong Polytechnic University, member of the Board of Governors of Extension and Continuing Education for Life (EXCEL) of the Hong Kong Academy for Performing Arts and independent non-executive director of the Hongkong International Theme Parks Limited (commonly known as Hong Kong Disneyland). In 2006, Ms. Shing received the National Hundred Outstanding Women Entrepreneurs Award in the Great Hall of the People in Beijing. She also received the Outstanding Alumni Award of Hong
APPENDIX
DETAILS OF DIRECTORS
Kong Polytechnic University in 2007 and has been its University Honorary Fellow since 2016/17. Ms. Shing has been consecutively named from 2001 to 2015 in International Tax Review as one of the World's Leading Tax Advisors in Hong Kong and Mainland.
Ms. Shing graduated from the Hong Kong Polytechnic (currently known as the Hong Kong Polytechnic University) and obtained a Higher Diploma in Accountancy and was subsequently awarded Honorary Fellow.
Save as disclosed above, Ms. Shing did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years and does not hold any other position with the Company or its subsidiaries. She does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.
As at the Latest Practicable Date, Ms. Shing did not have any interest in the Shares within the meaning of Part XV of the SFO.
There is no service contract between the Company and Ms. Shing. She has no fixed term of service with the Company but is subject to retirement and re-election at each annual general meeting of the Company in accordance with the Articles of Association. She is entitled to a Director's fee determined by the Board with reference to her responsibilities, time and effort spent on the Board and committees and market benchmark. The Director's fee of Ms. Shing for the year ended 28 February 2025 were HK$400,000.
Save as disclosed herein, there is no other information relating to Ms. Shing that is required to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no other matters relating to her re-election that need to be brought to the attention of Shareholders.
Ms. Junko Dochi, aged 61, was appointed as an Independent Non-executive Director, a member of the Audit Committee and the Nomination Committee on 23 June 2020. She is an attorney at law admitted in Japan and in the State of California in the USA. She was previously with a major US law firm, and is currently the representative lawyer of DOCHI Law Office in Tokyo, with her main areas of practice focusing on corporate matters and international business transactions. Before qualified as an attorney at law, Ms. Dochi had worked for a number of sizeable Japanese and international business enterprises. She graduated from Sophia University, Tokyo with the Bachelor of Arts degree and has the Master of Laws degree from Duke University School of Law, North Carolina, the USA.
She is an outside director of AEON Bank, Ltd., a fellow subsidiary of the Company, as well as COMTURE Corporation and SUMIDA Corporation, both of which are listed public companies in Japan.
Save as disclosed, Ms. Dochi did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years and does not hold any other position with the Company or its subsidiaries. She does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.
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APPENDIX
DETAILS OF DIRECTORS
As at the Latest Practicable Date, she did not have any interest in the Shares within the meaning of Part XV of the SFO.
There is no service contract between the Company and Ms. Dochi. She has no fixed term of service with the Company but is subject to retirement and re-election at each annual general meeting of the Company in accordance with the Articles of Association. She is entitled to a Director's fee determined by the Board with reference to her responsibilities, time and effort spent on the Board and committees and market benchmark. The Director's fee of Ms. Dochi for the year ended 28 February 2025 were HK$360,000.
Save as disclosed herein, there is no other information relating to Ms. Dochi that is required to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no other matters relating to her re-election that need to be brought to the attention of Shareholders.
Mr. Choi Ping Chung, aged 66, was appointed as an Independent Non-executive Director, the chairman of the Strategy Committee and a member of the Nomination Committee on 29 June 2023. He is a seasoned professional in the financial service industry with over 40 years of regional and international experience. He is currently an independent non-executive director of PingAn OneConnect Credit Reference Services Agency (HK) Limited (a subsidiary of OneConnect Financial Technology Co., Ltd., which is listed on the Stock Exchange of Hong Kong Limited) and Paofoong Insurance Company (Hong Kong) Limited (a subsidiary of Shanghai Commercial Bank Limited). For a total of over 10 years, he was first the managing director of TransUnion Limited and subsequently the chief executive officer of Joint Electronic Teller Services Limited (JETCO), a consortium of banks engaged in the provision of automated teller machine (ATM) switching network services. He has previously held various senior management positions in charge of consumer and corporate banking, card association and payment businesses, and information technology, in entities and organisations such as DBS Bank (Hong Kong) Limited, Citibank, N.A., Visa Inc. and American Express Limited.
Mr. Choi graduated from Hong Kong Chu Hai College with a Bachelor of Business Administration degree, and holds an Executive Master of Business Administration degree from Southern Illinois University Carbondale, Illinois, USA. He is an associate member of the Chartered Institute of Marketing.
Save as disclosed, Mr. Choi did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years and does not hold any other position with the Company or its subsidiaries. He does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.
As at the Latest Practicable Date, he did not have any interest in the Shares within the meaning of Part XV of the SFO.
There is no service contract between the Company and Mr. Choi. He has no fixed term of service with the Company but is subject to retirement and re-election at each annual general meeting of the Company in accordance with the Articles of Association. He is entitled to a
APPENDIX
DETAILS OF DIRECTORS
Director’s fee determined by the Board with reference to his responsibilities, time and effort spent on the Board and committees and market benchmark. The Director’s fee of Mr. Choi for the year ended 28 February 2025 were HK$400,000.
Save as disclosed herein, there is no other information relating to Mr. Choi that is required to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, and there are no other matters relating to his re-election that need to be brought to the attention of Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
AEON CREDIT SERVICE (ASIA) CO., LTD.
AEON信貸財務（亞洲）有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 900)
NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting (“2025 AGM”) of AEON Credit Service (Asia) Company Limited (the “Company”) will be held on Thursday, 26 June 2025 at 10:00 a.m. (or any adjournment thereof) physically at 20/F, Mira Place Tower A, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong, with an option for virtual attendance and participation, for the following purposes:
ORDINARY RESOLUTIONS
- To receive and consider the audited Financial Statements and the Reports of the Directors and Auditor for the year ended 28 February 2025.
- To declare a final dividend for the year ended 28 February 2025.
- To re-elect Directors and authorise the Board of Directors to fix the remuneration of the Directors.
- To re-appoint Deloitte Touche Tohmatsu as Auditor and authorise the Board of Directors to fix its remuneration.
By order of the Board
Hung Tun Shun Jason
Company Secretary
Hong Kong, 22 May 2025
Notes:
(1) The 2025 AGM will be a hybrid meeting. Registered shareholders may attend the 2025 AGM (or any adjournment thereof) either (i) in person; or (ii) online through Vistra eVoting Portal using the personalised login credentials provided by the Company's share registrar, Tricor Investor Services Limited, by post. Registered shareholders attending the 2025 AGM through the Vistra eVoting Portal will be able to vote and submit questions relevant to the proposed resolutions online.
Shareholders participating in the 2025 AGM virtually will also be counted towards the quorum.
For beneficial owners or non-registered shareholders whose shares are held in the Central Clearing and Settlement System (CCASS) through banks, brokers, custodians or HKSCC Nominees Limited who wish to virtually attend the 2025 AGM, vote and submit questions relevant to the proposed resolutions online, they should consult their banks, brokers, custodians or HKSCC Nominees Limited for the necessary arrangements and the personalised login credentials will be sent to them upon receipt of request through the banks, brokers, custodians or HKSCC Nominees Limited.
(2) A member entitled to attend and vote at the 2025 AGM is entitled to appoint one or more than one proxy to attend and vote on his/her behalf. A proxy need not be a member of the Company.
NOTICE OF ANNUAL GENERAL MEETING
(3) Where there are joint registered holders of any shares, any one of such persons may vote at the 2025 AGM (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the 2025 AGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion to 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.
(4) In order to be valid, the form of proxy must be completed and either be (i) deposited at the share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong; or (ii) submitted electronically through the Vistra eVoting Portal (https://evoting.vistra.com/#/900) in accordance with the instructions printed on the Notification Letter, in each case as soon as practicable but in any event, not less than 48 hours before the time appointed for the 2025 AGM (i.e. no later than 10:00 a.m. on Tuesday, 24 June 2025 (Hong Kong time)) or any adjournment thereof (as the case may be). Any power of attorney or other authority concerning an appointment of a proxy cannot be submitted electronically and must be deposited together with the form of proxy as mentioned above for the appointment to be valid.
(5) Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the 2025 AGM (or any adjournment thereof) in person or online (if applicable) if the Shareholder so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
(6) For the purpose of determining the shareholders who are entitled to attend and vote at the 2025 AGM, the register of members of the Company will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025 (both days inclusive), and no transfer of shares can be registered in such period. In order to qualify for attending and voting at the 2025 AGM, all transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Friday, 20 June 2025.
(7) For the purpose of determining the shareholders who are qualified to receive the proposed final dividend, the register of members of the Company will be closed from Wednesday, 9 July 2025 to Thursday, 10 July 2025 (both days inclusive). In order to qualify for the proposed final dividend, all transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Tuesday, 8 July 2025.
(8) If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 7:00 a.m. on the date of the 2025 AGM, the 2025 AGM will be adjourned. The Company will post an announcement on The Stock Exchange of Hong Kong Limited's website and the Company's website to notify Shareholders of the date, time and venue of the adjourned meeting.
Please note that refreshments will NOT be served and there will be NO distribution of gifts at the 2025 Annual General Meeting.