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Summi (Group) Holdings Limited Proxy Solicitation & Information Statement 2025
49447_rns_2025-09-30_08d65dc3-f503-47c8-b96d-10611185a094.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Ever Grand Financial Leasing Group Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the 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 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.
中国恒嘉融资租赁集團有限公司
CHINA EVER GRAND FINANCIAL LEASING GROUP CO., LTD.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 379)
(1) MAJOR TRANSACTION IN RELATION TO DISPOSAL OF PROPERTIES AND PROPERTY 103; AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING
A letter from the Board is set out on pages 4 to 12 of this circular.
A notice convening the extraordinary general meeting (“EGM”) of China Ever Grand Financial Leasing Group Co., Ltd. (the “Company”) to be held at Room 2203, 22nd Floor, Kwan Chart Tower, 6 Tonnochy Road, Wanchai, Hong Kong on Wednesday, 22 October 2025 at 11:00 a.m. is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.
Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
30 September 2025
CONTENTS
Page
CONTENT ... i
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I - FINANCIAL INFORMATION OF THE GROUP ... 13
APPENDIX II - VALUATION REPORT ON THE PROPERTIES
AND THE PROPERTY 103 ... 16
APPENDIX III - GENERAL INFORMATION ... 23
NOTICE OF EGM ... EGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Aggregated Consideration"
RMB41,277,493 (equivalent to approximately HK$45,532,000), being the aggregate of Property 103 Consideration and Properties Consideration payable by the Purchaser to the Vendor pursuant to the Five Agreements and the Property 103 Agreement
"Board"
the board of Directors
"Company"
China Ever Grand Financial Leasing Group Co., Ltd., a company incorporated in the Cayman Islands as an exempted company with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 379)
"connected person(s)"
has the meaning ascribed to it under the Listing Rules
"Custodian"
Shanghai Real Estate Transaction Funds Management Co., Ltd.* (上海市房地產交易資金管理有限公司), a state-owned enterprise established in the PRC with limited liability, being a qualified independent third-party custodian
"Director(s)"
the director(s) of the Company
"Disposal"
the disposal of the Properties and the Property 103 by the Vendor to the Purchaser on the terms and conditions of the Five Agreements and the Property 103 Agreement and subject to the Properties Completion and Property 103 Completion
"Escrow Account"
An account supervised by the Custodian
"First Instalment"
The first instalment of RMB17,702,143 (equivalent to approximately HK$19,295,500), being 50% of the Consideration of RMB35,404,285 (equivalent to approximately HK$38,591,000) paid by the Purchaser to the Vendor upon entering into of the Five Agreements for the sale and purchase of the Properties
"Five Agreements"
the five sets of joint agreements dated 22 August 2025 with identical principal terms separately entered into between the Vendor and the Purchaser for each of the room units of the Properties subject to the disposal of the Properties
"Group"
the Company and its subsidiaries
- 1 -
DEFINITIONS
"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"
Hong Kong Special Administrative Region of the People's Republic of China
"Independent Third Party(ies)"
third party(ies) independent of and not connected with the Company and its connected person(s)
"Latest Practicable Date"
30 September 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"PRC" or "China"
the People's Republic of China, but for the purpose of this circular only, except where the context requires, references in this document to the PRC or China exclude Hong Kong, Macau and Taiwan
"Properties Completion"
completion of the disposal of the Properties in accordance with the terms and conditions of the Five Agreements
"Property 103 Completion"
completion of the disposal of the Property 103 in accordance with the terms and conditions of the Property 103 Agreement
"Properties"
Rooms 102, 302, 303, 402 and 403, Block No. 6, No. 188 Xinjunhuan Road, Minhang District, Shanghai, the PRC* (中國上海閔行區新駿環路188號6幢102、302、303、402及403室)
"Property 103"
Room 103, Block No. 6, No. 188 Xinjunhuan Road, Minhang District, Shanghai, the PRC* (中國上海閔行區新駿環路188號6幢103室)
"Property 103 Agreement"
the agreement dated 9 September 2025 and entered into between the Vendor and the Purchaser in relation to the disposal of Property 103
"Properties Consideration"
RMB35,404,285 (equivalent to approximately HK$38,590,000), being the aggregate consideration for the Properties payable by the Purchaser to the Vendor pursuant to the Five Agreements
- 2 -
DEFINITIONS
"Property 103 Consideration"
RMB6,368,208 (equivalent to approximately HK$6,941,000), being the consideration for the Property 103 payable by the Purchaser to the Vendor pursuant to the Property 103 Agreement
"Purchaser"
Shanghai Solarbio Bioscience & Technology Co., Ltd.* (上海索莱寶生化科技有限公司), a company established in the PRC with limited liability, being the purchaser of the Properties
"Registration Filing"
the registration filing for the property transfer with the Shanghai Real Estate Trading Centre* (上海房地產交易中心), which, upon completion, will effect the transfer of the legal title of the relevant property from the Vendor to the Purchaser
"RMB"
Renminbi, the lawful currency of the PRC
"Share(s)"
ordinary share(s) of HK$0.1 each in the share capital of the Company
"Shareholders"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Valuer"
Masterpiece Valuation Advisory Limited, the independent valuer engaged by the Company for the valuation of the Properties and the Property 103
"Vendor"
Livingzone (Shanghai) Bio-Chem Technology Co., Ltd, a company established in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company, which is the vendor of the Properties and the Property 103 under the Five Agreements and the Property 103 Agreement
"%)
per cent.
- For identification only, the English translation of the Chinese names is for identification purpose and should not be regarded as the official English translation of such Chinese names.
For the purpose of this circular, unless otherwise indicated, conversion of Renminbi into Hong Kong dollars is calculated at the approximate exchange rate of RMB1.00 to HK$1.09. This exchange rate is adopted for the purpose of illustration only and does not constitute a representation that any amounts have been, could have been, or may be, exchanged at this rate or any other rates at all.
- 3 -
LETTER FROM THE BOARD
EGIC 中国恒嘉融资租赁集团有限公司
CHINA EVER GRAND FINANCIAL LEASING GROUP CO., LTD.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 379)
Executive Directors:
Mr. Wong Lik Ping (Chairman)
Mr. Siu Wai Bun
Mr. Tao Ke
Mr. Ng Tin Shui
Independent Non-executive Directors:
Mr. Ng Kwok Sang
Mr. Wu Kai Tang
Mr. Leung Yiu Ming, David
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head office and principal place of business:
Room 2203, 22nd Floor,
Kwan Chart Tower,
6 Tonnochy Road, Wanchai,
Hong Kong
30 September 2025
To the Shareholders
Dear Sir or Madam,
(1) MAJOR TRANSACTION IN RELATION TO DISPOSAL OF PROPERTIES AND PROPERTY 103; AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
Reference is made to the announcements of the Company dated 22 August 2025 and 9 September 2025 in relation to, among other things, the Disposal.
The purposes of this circular are: (i) further information on the Disposal and the transactions contemplated thereunder; (ii) valuation report of the Properties and the Property 103; (iii) other information as required under the Listing Rules; and (iv) the notice of the EGM.
LETTER FROM THE BOARD
THE FIVE AGREEMENTS
The principal terms of Five Agreements, entered into between the Vendor and the Purchaser on 22 August 2025, are set out below:
Properties to be disposed of
The Properties are located at Rooms 102, 302, 303, 402 and 403, Block No. 6, No. 188 Xinjunhuan Road, Minhang District, Shanghai, the PRC*（中國上海閔行區新駿環路188號6幢102、302、303、402及403室）with the total gross floor area of approximately 4,165.21 square meters. The Properties are for industrial use.
The Properties are classified as investment properties by the Group.
Consideration and payment terms
The Properties Consideration for the disposal of Properties is RMB35,404,285 (equivalent to approximately HK$38,591,000) to be settled in cash, which was agreed between the Vendor and the Purchaser after arm's length negotiation with reference to, among other things, the prevailing property market conditions in Shanghai and the preliminary valuation of the Properties of approximately RMB33,942,000 (equivalent to approximately HK$36,997,000) assessed by the Valuer.
The Properties Consideration of approximately RMB35,400,000 has been/shall be paid by the Purchaser to the Vendor in the following manner:
(i) First Instalment amounting to RMB17,702,142.50 (equivalent to approximately HK$19,295,500), being 50% of the total Consideration has been paid by the Purchaser to the Escrow Account managed by the Custodian in Shanghai jointly engaged by the Vendor and the Purchaser upon signing of the Five Agreements; and
(ii) the balance of the Consideration amounting to RMB17,702,142.50 (equivalent to approximately HK$19,295,500) shall be paid by the Purchaser to the Escrow Account before processing the Registration Filing.
The Properties Consideration money will be automatically released by Custodian from the Escrow Account to the Vendor upon confirmation of the Properties Completion.
Conditions precedent
Properties Completion is conditional upon the satisfaction of the followings:
(i) the passing of necessary resolution(s) by the Shareholders at the EGM approving the Five Agreements and the transactions contemplated thereunder in accordance with the requirements of the Listing Rules;
LETTER FROM THE BOARD
(ii) the parties to the Five Agreements having obtained all consents, approvals and clearances necessary from the government, official authorities and/or other persons; and
(iii) no statute or regulation to prohibit or restrict the execution of the transactions contemplated under the Five Agreements having been taken by any government or official authority.
As at the date of the Latest Practicable Date, none of the conditions has been fulfilled.
Properties Completion
Subject to the fulfilment of the conditions precedent set forth in the Five Agreements, and upon confirmation that the balance of the Properties Consideration has been received in full into the Escrow Account, the Properties Completion shall take place upon the completion of the Registration Filing on or before 31 January 2026.
If the Properties Completion does not take place due to the default of the Purchaser, the Vendor shall be entitled to forfeit 20% of the Properties Consideration amounting to RMB7,080,857 (equivalent to approximately HK$7,718,000). If the Purchaser delays in payment of the Properties Consideration in accordance with the payment schedule, the Purchaser be charged for a late payment at the rate of 0.05% of the outstanding amount per day until the payment is fully made to the Vendor. On the other hand, if the Properties Completion does not take place due to the default of the Vendor, the Vendor shall refund the First Instalment to the Purchaser who shall also be entitled to a compensation of 20% of the Properties Consideration amounting to RMB7,080,857 (equivalent to approximately HK$7,718,000).
- 6 -
LETTER FROM THE BOARD
THE PROPERTY 103 AGREEMENT
The principal terms of the Property 103 Agreement, entered into between the Vendor and the Purchaser on 9 September 2025, are set out below:
Properties to be disposed of
The Property 103 is located at Room 103, Block No. 6, No. 188 Xinjunhuan Road, Minhang District, Shanghai, the PRC* (中國上海閔行區新駿環路188號6幢103室) with the total gross floor area of approximately 723.66 square meters. The Property 103 is for industrial use.
The Property 103 is an asset classified as held for sale by the Group.
Property 103 Consideration and payment terms
The Property 103 Consideration is RMB6,368,208 (equivalent to approximately HK$6,941,000) to be settled in cash, which was agreed between the Vendor and the Purchaser based on arm's length negotiation after taking into account the prevailing property market conditions in Shanghai, the market price of the similar properties adjacent to the Property 103, the consideration under the agreement dated 23 May 2025 and entered into between the Vendor and Shanghai Jino Saier Biotechnology Co., Ltd.* (上海吉諾賽爾生物有限公司) in relation to the disposal of Property 103 and the latest available valuation report on the valuation of the Property 103 of approximately RMB5,897,000 (equivalent to approximately HK$6,428,000) prepared by the Valuer.
The Purchaser shall pay the full Property 103 Consideration of RMB6,368,208 (equivalent to approximately HK$6,941,000) upon signing of the Property 103 Agreement. As of the Latest Practicable Date, it has been fully received by the Vendor.
Conditions precedent
Property 103 Completion is conditional upon the satisfaction of the followings:
(i) the passing of necessary resolution(s) by the Shareholders at the EGM approving the Property 103 Agreement and the transactions contemplated thereunder in accordance with the requirements of the Listing Rules;
(ii) the parties to the Property 103 Agreement having obtained all consents, approvals and clearances necessary from the government, official authorities and/or other persons; and
(iii) no statute or regulation to prohibit or restrict the execution of the transactions contemplated under the Property 103 Agreement having been taken by any government or official authority.
LETTER FROM THE BOARD
As at the date of this announcement, none of the conditions has been fulfilled.
Property 103 Completion
Subject to the fulfilment of the conditions precedent set forth in the Property 103 Agreement, the Property 103 Completion shall take place upon the completion of the Registration Filing on or before 31 July 2026.
The Vendor shall be entitled to forfeit 20% of the Property 103 Consideration amounting to RMB1,273,641.6 (equivalent to approximately HK$1,388,200), if the Property 103 Completion does not take place due to the default of the Purchaser and either of the following occurs:
i. the Purchaser's failure to obtain necessary consent, approval and clearance necessary from the government, official authorities and/or other persons; or
ii. if the above circumstance cannot proceed, and the Purchaser can assign its affiliate to carry on the Property 103 Agreement on the same terms but still fails to obtain the necessary permissions and close the deal by 31 July 2026.
If the Purchaser delays in payment of the Property 103 Consideration in accordance with the payment schedule, the Purchaser shall be charged for a late payment at the rate of 0.05% of the outstanding amount per day until the payment is fully made to the Vendor. On the other hand, if the Property 103 Completion does not take place due to the default of the Vendor, the Vendor shall refund the same to the Purchaser.
Both parties have mutually agreed that the Vendor will provide the Property 103 to the Purchaser for its occupation starting from the date of receipt of the Property 103 Consideration which will only be chargeable at a rate of RMB1.5 per square meter per day during the occupation period if and when the Property 103 Completion does not take place. The Purchaser will be responsible for paying the property management service fees and other related expenses incurred in connection with the Property 103 during the occupation.
- 8 -
LETTER FROM THE BOARD
FINANCIAL EFFECTS OF THE DISPOSAL
Subject to review and confirmation by the auditor, the Group is expected to record a loss of approximately HK$2,788,000 from the Disposal, which is calculated based on the Aggregated Consideration of RMB41,277,493 (equivalent to approximately HK$45,532,000) to be received by the Group for the Disposal less the aggregated carrying value of the Properties and the Property 103 as at 30 June 2025 after value-added taxes and any related expenses. The actual loss of the Disposal is subject to audit and therefore may be different from the amount mentioned above.
Upon Properties Completion and Property 103 Completion, the Group will receive total net proceeds of approximately RMB37.0 million (equivalent to approximately HK$40.3 million), being the Aggregated Consideration net of relevant taxes and expenses, to replenish its working capital and the Group will cease receiving rental income from the Properties and the Property 103.
INTENDED USE OF PROCEEDS
With reference to the Company's annual report for the year ended 31 December 2024 and interim report for the six months ended 30 June 2025, net assets of the Group decreased by approximately 24.7% from HK$452.9 million as at 31 December 2023 to HK$340.9 million as at 31 December 2024 and further decreased by approximately 8.4% to HK$312.4 million as at 30 June 2025. Current ratio (i.e. calculated as current assets divided by current liabilities) that measures the Group's liquidity condition also deteriorated from approximately 2.0 times to 1.4 times and 1.4 times as at 31 December 2023, 31 December 2024 and 30 June 2025, respectively. Amidst the challenging economic and operating environment, the Group posted net losses in the previous two financial years and recorded continuous net outflow of cash used in operating activities. In light of the above, the Directors consider it necessary to replenish the Group's working capital and extend cash runway to create sufficient capital base for business development and growth opportunities.
At Properties Completion and Property 103 Completion, the total net proceeds to be received from the Disposal is estimated to be approximately RMB37.0 million (equivalent to approximately HK$40.3 million), which will be used to replenish working capital and enhance liquidity position of the Group. The Board believes that the Disposal will allow the Group to realise its investment in the Properties and the Property 103 and apply the net proceeds to daily operation and business development of the Group and mitigate its liquidity pressure under the challenging market environment. Meanwhile, the unused cash reserve will be placed with financial institutions with interest income for return enhancement.
- 9 -
LETTER FROM THE BOARD
INFORMATION OF THE PURCHASER
The Purchaser is principally engaged in biotechnology. It is ultimately owned as to 99.965% by Yuling Ma. To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are Independent Third Parties.
INFORMATION OF THE VENDOR
The Vendor is a company incorporated in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company, and is principally engaged in research & development of bioengineering technology and property investment in the PRC.
REASONS FOR AND BENEFITS OF THE DISPOSAL
The principal activities of the Group are sale of daily necessities, medical, health and hygiene products, manufacturing and sale of food products and nutrient enhancers, the trading of equity securities, investment in properties, investment holdings and money lending business in the PRC and Hong Kong.
Taking into account of the current financial position, the prospective liquidity needs of the Group, latest property market condition in the PRC, the Directors believe that the Disposal represents a good opportunity for the Company to realise the value of the Properties and the Property 103 at a reasonable price and the proceeds from the Disposal will improve the financial position, increase the general working capital of the Group and fund the capital requirements for business development.
The Board considers that the terms and conditions of the Disposal are on normal commercial terms, which are fair and reasonable and in the interest of the Company and its Shareholders as a whole.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratio(s) calculated in accordance with the Listing Rules in respect of the Disposal and the transactions contemplated thereunder exceed 25% but all of them are less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and Shareholders' approval requirements under Chapter 14 of the Listing Rules.
- 10 -
LETTER FROM THE BOARD
EGM
The Company will hold the EGM on Wednesday, 22 October 2025 at 11:00 a.m. at Room 2203, 22nd Floor, Kwan Chart Tower, 6 Tonnochy Road, Wanchai, Hong Kong or any adjournment of the meeting, at which the resolutions will be proposed for the purposes of considering and if thought fit, among the others, approving the Disposal, the Five Agreements, the Property 103 Agreement and the transactions contemplated thereunder. The notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular.
In order to determine the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 17 October 2025 to 22 October 2025 (both days inclusive), during which period no transfer of shares can be registered and the record date of the entitlement to attend and vote at the EGM is 22 October 2025. In order to qualify for attending and voting at the EGM, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration by not later than 4:30 p.m. on 16 October 2025.
A form of proxy for use at the EGM is enclosed in this circular. Whether or not you are able to attend the EGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed on the form and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM (i.e., not later than 11:00 a.m. on Monday, 20 October 2025) (Hong Kong time)) or any adjournment of the EGM. Completion and return of the form of proxy shall not preclude you from attending and voting at the EGM in person or any adjournment of the EGM should you so desire.
VOTING BY POLL
In accordance with Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the voting on all resolutions at the EGM will be conducted by way of poll.
RECOMMENDATION
The Directors consider that the terms of the Five Agreements and the Property 103 Agreement are fair and reasonable so far as the Company and the Shareholders are concerned, and that the Disposal is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the Five Agreements, the Property 103 Agreement, the Disposal and the transactions contemplated thereunder.
LETTER FROM THE BOARD
ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set out in the appendices to this circular.
Yours faithfully,
For and on behalf of the Board of
China Ever Grand Financial Leasing Group Co., Ltd.
Wong Lik Ping
Chairman and Executive Director
- 12 -
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
1. FINANCIAL INFORMATION OF THE GROUP
The audited consolidated financial statements of the Company for each of the three years ended 31 December 2022, 2023 and 2024 and the unaudited condensed consolidated financial statements of the Company for the six months ended 30 June 2025 together with relevant notes thereto are disclosed in the following documents which have been published on both the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.egichk.com):
- The interim report of the Company for the six months ended 30 June 2025 published on 18 September 2025 (pages 4 to 31):
https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0918/2025091800498.pdf
- The annual report of the Company for the year ended 31 December 2024 published on 29 April 2025 (pages 54 to 155):
https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0429/2025042902864.pdf
- The annual report of the Company for the year ended 31 December 2023 published on 17 April 2024 (pages 61 to 171):
https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0417/2024041701328.pdf
- The annual report of the Company for the year ended 31 December 2022 published on 27 April 2023 (pages 100 to 235):
https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0417/2024041701328.pdf
2. INDEBTEDNESS OF THE GROUP
(i) Borrowing
As at the close of business on 31 August 2025, being the latest practicable date for the purpose of preparing this indebtedness statement, the Group had outstanding bank borrowing (being classified as current liabilities) of RMB2,600,000 (equivalent to approximately HK$2,834,000).
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
(ii) Lease liabilities
The following table shows the remaining contractual maturities of the Group’s lease liabilities as at 31 August 2025:
| | Lease payments
HK$’000 | Present value of lease payments
HK$’000 |
| --- | --- | --- |
| Within 1 year | 2,280 | 2,091 |
| Between 1 and 2 years | 1,680 | 1,625 |
| Between 2 to 5 years | 140 | 139 |
| | 4,100 | 3,855 |
| Less: Future finance charges | (245) | |
| Present value of lease liabilities | 3,855 | |
| Less: Amount due for settlement within 12 months
(shown under current liabilities) | | (2,091) |
| Amount due for settlement after 12 months | | 1,764 |
(iii) Contingent liabilities
As at 31 August 2025, the Group had no material contingent liabilities.
(iv) Financial guarantees
As at 31 August 2025, the Group had no financial guarantees.
Save as aforesaid or otherwise disclosed herein, and apart from intra-group liabilities and normal trade payables in the normal course of business, as at 31 August 2025, the Group did not have any other loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances (other than normal trade bills) or acceptance credits, debentures, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities.
- 14 -
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
3. WORKING CAPITAL
Working Capital Statement
The Directors are of the opinion that, in the absence of unforeseeable circumstance, after due and careful enquiry, and after taking into account (i) the anticipated cash flows to be generated from the Group’s operations as well as the effect of Disposal, (ii) the present internal financial resources to the Group, and (iii) the banking facilities presently available, the Group will have sufficient working capital to satisfy its requirements for at least the next twelve months following the date of this circular. The Company has obtained the relevant letter as required under Rule 14.66(12) of the Listing Rules.
4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP
The Group is principally engaged in sale of daily necessities, medical, health and hygiene products, manufacturing and sale of food products and nutrient enhancers, trading of equity securities, investment in properties, investment holdings and money lending business in Hong Kong and the PRC.
The Group primarily focuses on its operations in the PRC and Hong Kong, making the economic, political, and social aspects of these jurisdictions crucial to its overall performance. In light of the current property market in the PRC, the Disposal allowed the Group to realise its investment in the Properties and the Property 103 so as to mitigate its liquidity pressure and address the increasing market risk of the properties.
As disclosed in the interim results announcement of the Company for the six months ended 30 June 2025, the Group remains committed to optimizing its business segments to enhance volume and profitability, with a pledge to further reduce costs. We may consider withdrawing from the loss-making projects, offloading certain properties and relocating the resources to the growing and promising segments. The Group will cautiously and diligently explore new potential growth opportunities, undervalued assets and business expansion opportunities in order to diversify the income sources, bring in profits and ultimately attain long and sustainable growth and enhance Shareholders’ value as a whole.
- 15 -
APPENDIX II
VALUATION REPORT ON THE PROPERTIES AND THE PROPERTY 103
The following is the text of a letter and a valuation certificate prepared for the purpose of incorporation in this circular received from Masterpiece Valuation Advisory Limited, an independent valuer, in connection with its valuation as at 30 June 2025 of the property interests.
香港評估諮詢
Suite 403, 93-103 Wing Lok Street,
Sheung Wan, Hong Kong
WEB: www.mpval.com
30 September 2025
The Board of Directors
China Ever Grand Financial Leasing Group Co., Ltd.
Room 2203, 22/F.
Kwan Chart Tower
No. 6 Tonnochy Road
Wanchai, Hong Kong
Dear Sirs/Madams,
INSTRUCTIONS
In accordance with the instructions of China Ever Grand Financial Leasing Group Co., Ltd. (the "Company") and its subsidiaries (hereinafter together referred to as the "Group") for us to carry out the valuation of the property interests located in Rooms 102, 103, 302, 303 402 and 403, Block No. 6, No. 188 Xinjunhuan Road, Minhang District, Shanghai the People's Republic of China (the "PRC") held by Livingzone (Shanghai) Bio-Chem Technology Co., Ltd, a company established in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company. We confirm that we have carried out inspection, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the Fair Value of the property interests as at 30 June 2025 (the "Valuation Date").
VALUATION STANDARDS
In valuing the property interests, we have complied with all the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the HKIS Valuation Standards (2024 Edition) published by the Hong Kong Institute of Surveyors and the International Valuation Standards published from time to time by the International Valuation Standards Council.
APPENDIX II
VALUATION REPORT ON THE PROPERTIES AND THE PROPERTY 103
BASIS OF VALUATION
Our valuation is carried out on a Fair Value basis, which is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”.
VALUATION ASSUMPTIONS
Our valuation of the property excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value or costs of sale and purchase or offset for any associated taxes.
No allowance has been made in our report for any charges, mortgages or amounts owing on any of the property interests valued nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of an onerous nature, which could affect their values.
In the course of our valuation of the property in the PRC, we have assumed that transferable land use rights in respect of the property for a specific term at nominal annual land use fees have been granted and that any premium has already been fully settled. We have relied on the advice given by the Group regarding the title to the property. For the purpose of our valuation, we have assumed that the grantee has an enforceable title to the property.
In valuing the property in the PRC, we have assumed that the grantees or the users of the property have free and uninterrupted rights to use or to assign the property for the whole of the unexpired term as granted.
Unless noted in the report, vacant possession is assumed for the property concerned.
Moreover, we have assumed that the design and construction of the properties are/will be in compliance with the local planning regulations and requirements and had been/would have been duly examined and approved by the relevant authorities.
Continued uses assumes the properties will be used for the purposes for which the properties are designed and built, or to which they are currently adapted. The valuation on the property in continued uses does not represent the amount that might be realised from piecemeal disposition of the property in the open market.
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APPENDIX II
VALUATION REPORT ON THE PROPERTIES AND THE PROPERTY 103
No environmental impact study has been ordered or made. Full compliance with applicable national, provincial and local environmental regulations and laws is assumed. Moreover, it is assumed that all required licences, consents or other legislative or administrative authority from any local, provincial or national government or private entity or organisation either have been or can be obtained or renewed for any use which the report covers.
It is also assumed that all applicable zoning and use regulations and restrictions have been complied with unless nonconformity has been stated, defined and considered in the valuation report. In addition, it is assumed that the utilisation of the land and improvements are within the boundaries of the properties described and that no encroachment or trespass exists, unless noted in the report.
We have further assumed that the properties were not transferred or involved in any contentious or non-contentious dispute as at the valuation date. We have also assumed that there was not any material change of the properties in between dates of our inspection and the valuation date.
VALUATION METHODOLOGY
In the course of our valuation, unless otherwise stated, we have valued the properties in their designated uses with the understanding that the properties will be used as such (hereafter referred to as "continued uses").
In valuing the property interests, we have valued by the income approach by taking into account the rental income of the properties derived from the existing leases and/or achievable in the existing market with due allowance for the reversionary income potential of the leases, which have been then capitalized to determine the fair value at an appropriate capitalization rate. Where appropriate, reference has also been made to the comparable sales transactions as available in the relevant market.
TITLE INVESTIGATION
We have been provided with copies of documents in relation to the title of the property interests in the PRC. Where possible, we have examined the original documents to verify the existing title to the property interest in the PRC and any material encumbrance that might be attached to the property interests or any tenancy amendment. All documents have been used for reference only and all dimensions, measurements and areas are approximate. In the course of our valuation, we have relied considerably on the legal opinion given by the Company's PRC legal adviser – Beijing Create (Zhengzhou) Law Firm, concerning the validity of title of the property interests in the PRC.
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APPENDIX II
VALUATION REPORT ON THE PROPERTIES AND THE PROPERTY 103
SITE INVESTIGATION
We have inspected the exteriors and, where possible, the interior of the Property. The site inspection was carried out on 25 August 2025 by Ms. Ella Liu (Analyst of Masterpiece Valuation Advisory Limited). However, we have not carried out an investigation on site to determine the suitability of ground conditions and services for any development thereon. Our valuation has been prepared on the assumption that these aspects are satisfactory. We have further assumed that there is no significant pollution or contamination in the locality which may affect any future developments.
Moreover, no structural surveys have been undertaken, but in the course of our inspection, we did not note any serious defects. We are not, however, able to report whether the Property is free of rot, infestation or any other structural defects. No tests were carried out on any of the utility services.
SOURCE OF INFORMATION
Unless otherwise stated, we shall rely to a considerable extent on the information provided to us by the Company or the legal or other professional advisers on such matters as statutory notices, planning approvals, zoning, easements, tenures, completion date of buildings, development proposal, identification of properties, particulars of occupation, site areas, floor areas, matters relating to tenure, tenancies and all other relevant matters.
We have had no reason to doubt the truth and accuracy of the information provided to us by the Company. We have also sought confirmation from the Company that no material factors have been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view and we have no reason to suspect that any material information has been withheld.
We have not carried out detailed measurements to verify the correctness of the areas in respect of the property but have assumed that the areas shown on the title documents and official site plans handed to us are correct. All documents and contracts have been used as reference only and all dimensions, measurements and areas are approximations. No on-site measurement has been taken.
LIMITING CONDITION
Wherever the content of this report is extracted and translated from the relevant documents supplied in Chinese context and there are discrepancies in wordings, those parts of the original documents will take prevalent.
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APPENDIX II
VALUATION REPORT ON THE PROPERTIES AND THE PROPERTY 103
CURRENCY
Unless otherwise stated, all monetary amounts stated in this report are in Renminbi (RMB).
Our valuations are summarized below and the valuation certificates are attached.
Yours faithfully,
For and on behalf of
Masterpiece Valuation Advisory Limited
Sr Oswald W Y Au
MHKIS(GP) AAPI MSc(RE)
Registered Professional Surveyor (GP)
Managing Director
Note: Mr. Oswald W Y Au is a member of Hong Kong Institute of Surveyors (General Practice), Associate Member of Australian Property Institute and a Registered Professional Surveyor (General Practice) registered with Surveyors Registration Board. He has over 20 years' experience in financial valuation and property valuation in Hong Kong, the PRC, the U.S., and Asia Pacific region.
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APPENDIX II
VALUATION REPORT ON THE PROPERTIES
AND THE PROPERTY 103
VALUATION CERTIFICATE
Property interests held for investment by the Group in the PRC
| Property | Description and tenure | Particulars of occupancy | Fair Value in existing state as at 30 June 2025 RMB |
|---|---|---|---|
| Rooms 102, 103, 302, 303 402 and 403, Block No. 6, No. 188 Xinjunhuan Road, Minhang District, Shanghai, the PRC | The property comprises six industrial units located on the 1/F, 3/F and 4/F of Block No. 6 in No. 188 Xinjunhuan Road, which is a 4-storey industrial building completed in 2007. | As at the valuation date, Rooms 402 and 403 with a total gross floor area of approximately 1,657.96 sq.m. were leased to 上海為康質量檢測技術有限公司 for a lease term commencing from 19 November 2024 to 18 November 2026. The daily rent as of the valuation date was RMB1.50 per sq.m., exclusive of water and electricity charges, gas expenses, and management fees, etc. and the remaining portion of the property was vacant. | 39,839,000 (100% interest attributable to the Target Company: 39,839,000) |
| 上海閔行區新驗環路188號 6幢102室、103室、302室、303室、402室及403室 | The property has a total gross floor area of approximately 4,888.87 sq.m. The details are set out as follows: | ||
| Room GFA (sq.m.) | |||
| 102 849.29 | |||
| 103 723.66 | |||
| 302 889.29 | |||
| 303 768.67 | |||
| 402 889.29 | |||
| 403 768.67 | |||
| Total 4,888.87 | |||
| The property is located at No. 188 Xinjunhuan Road, Minhang District, Shanghai. It is well served by public transportation, with about 40 minutes driving distance to Shanghai Hongqiao International Airport and Shanghai Pudong International Airport. The locality of the property is a well-developed commercial and industrial area with various office buildings and technology parks served by public facilities and transportation. | |||
| The land use rights of the property have been granted for a term of 50 years expiring on 27 February 2057 for industrial use. |
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APPENDIX II
VALUATION REPORT ON THE PROPERTIES
AND THE PROPERTY 103
Notes:
i. Pursuant to the 6 Shanghai Certificates of Real Estate Ownership with a total GFA of approximately 4,888.87 sq.m. has been vested to Livingzone (Shanghai) Bio-Chem Technology Co., Ltd 上海立足生物科技有限公司. The relevant land use rights have been granted for a term until 27 February 2057 for industrial use, The details are as follows:
| Unit No. | Certificate No. | GFA (sq.m.) | Register date | Usage |
|---|---|---|---|---|
| 102 | Hu Fang Di Min Zi (2016) di No. 037927 | 849.29 | 18 May 2016 | Industrial |
| 103 | Hu Fang Di Min Zi (2016) di No. 036173 | 723.66 | 13 May 2016 | Industrial |
| 302 | Hu Fang Di Min Zi (2016) di No. 002533 | 889.29 | 12 January 2016 | Industrial |
| 303 | Hu Fang Di Min Zi (2016) di No. 037904 | 768.67 | 18 May 2016 | Industrial |
| 402 | Hu Fang Di Min Zi (2016) di No. 037908 | 889.29 | 18 May 2016 | Industrial |
| 403 | Hu Fang Di Min Zi (2016) di No. 037928 | 768.67 | 18 May 2016 | Industrial |
ii. In our valuation, we have made reference to some rental evidence and asking rent of similar properties in the locality which are in the region of RMB 1.4 to RMB 1.7 per sq.m./day on the GFA basis. The market yield assumed by us is 5.5% which is in line with the market yield of this property sector in the region of 5% to 6%.
iii. We have been provided with a legal opinion regarding the property interest by the Company's PRC legal advisers, which contains, inter alia, the following:
a. The property can be legally occupied, used, leased, transferred, mortgaged or disposed by the Livingzone (Shanghai) Bio-Chem Technology Co., Ltd, please refer to point d for the transfer-related issues;
b. The property was not pledged;
c. The tenancy agreement is legal and valid; and
d. The property meets the legal requirements for transfer, but a written statement from the park's operations management authority waiving its right of first refusal should be obtained. The purchaser should also be urged to complete the procedure for confirming industrial access qualifications.
iv. According to the transfer notice and confirmation provided by the company, the company is currently applying for the wavier of priority repurchase right for the target property with the park, and there are no major obstacles at the moment.
v. A summary of major certificates/licenses is shown as follows:
a. Real Estate Ownership Certificate
Yes
vi. For reference purposes, the breakdown values of individual units are as follows:
| Unit No. | Fair Value (RMB) |
|---|---|
| 102 | 6,920,000 |
| 103 | 5,897,000 |
| 302 | 7,247,000 |
| 303 | 6,264,000 |
| 402 | 7,247,000 |
| 403 | 6,264,000 |
APPENDIX III
GENERAL INFORMATION
1. RESPONSIBILITY OF THE DIRECTORS
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
2. DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS
Directors' and chief executive's long and short positions in the securities of the Company and its associated corporations
As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of the Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Director of Listed Issuers were as follows:
Long and short positions in the Shares/underlying shares of the Company:
| Number of Share/underlying shares held | ||||
|---|---|---|---|---|
| Directors/chief executive | Nature of interest | Total interests | Long (L) or Short (S) | Percentage of interests |
| Wong Lik Ping | Beneficial owner | 46,600,000 | S | 2.76% |
| Controlled Corporation | 145,500,000 | S | 8.62% | |
| (Note 1) | ||||
| Ng Tin Shui | Interest of spouse | 163,900,000 | L | 9.71% |
| (Note 2) | ||||
| Controlled Corporation | 56,570,000 | L | 3.35% | |
| (Note 3) |
APPENDIX III
GENERAL INFORMATION
Notes:
-
These interests are held by Worldkin Development Limited (“Worldkin”) which is wholly-owned by Mr. Wong Lik Ping. Mr. Wong is therefore deemed to be interested in the Shares held by Worldkin under the SFO.
-
Ms. Chi Chin is the spouse of Mr. Ng Tin Shui, Mr. Ng is deemed to be interested in 163,900,000 Shares held by his spouse under the SFO.
-
These interests are held by China Food Safety Holding (Hong Kong) Company Limited (“CFSH (HK) Co., Ltd”), which is wholly-owned by Mr. Ng Tin Shui, Mr. Ng is therefore deemed to be interested in the Shares held by CFSH (HK) Co., Ltd under the SFO.
Save as disclosed herein, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules.
Save as disclosed above, as at the Latest Practicable Date, none of the Directors is a director or employee of a company which had, or was deemed to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.
- DIRECTORS’ SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with the Company or any of its subsidiaries which will not expire or is not determinable by the employer within one year without payment of compensation (other than statutory compensation).
APPENDIX III
GENERAL INFORMATION
4. DIRECTORS' INTEREST IN ASSETS OR CONTRACTS
As at the Latest Practicable Date, none of the Directors (i) had any interest in any assets which have been, since 31 December 2024 (being the date up to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group; and (ii) was materially interested in any contract or arrangement entered into by any member of the Group which was subsisting and significant in relation to the business of the Group.
5. COMPETING INTERESTS
As at the Latest Practicable Date, the Directors were not aware that any of them had interests in any business which competed or was likely to compete, either directly or indirectly, with the business of the Group which would fall to be discloseable under the Listing Rules.
6. EXPERT AND CONSENT
The following is the qualification of the expert who has given opinion or advice, which are contained or referred to in this circular:
| Name | Qualification |
|---|---|
| MASTERPIECE Valuation Advisory Limited | Independent property valuer |
The expert listed above has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name, in the form and context in which it appears.
As at the Latest Practicable Date, the expert listed above did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group nor did it have any direct or indirect interest in any assets which have, since 31 December 2024 (being the date to which the latest published audited consolidated financial statements of the Company were made up), been acquired or disposed of by, or leased to any member of the Group, or are proposed to be acquired or disposed of by, or leased to any member of the Group.
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APPENDIX III
GENERAL INFORMATION
7. LITIGATION
As at the Latest Practicable Date, except for litigation disclosed in the announcements of the Company dated 13 September 2024, 20 December 2024 and 14 March 2025, neither the Company nor any of its subsidiaries were engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries.
8. MISCELLANEOUS
(a) The registered office of the Company is situated at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.
(b) The head office and principal place of business in Hong Kong of the Company is situated at Room 2203, 22/F, Kwan Chart Tower, No. 6 Tonnochy Road, Wanchai, Hong Kong.
(c) The Company's branch share registrar in Hong Kong is Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong.
(d) The secretary of the Company is Mr. Siu Wai Bun, a member of the Hong Kong Institute of Certified Public Accountants and an associate member of the Hong Kong Chartered Governance Institute.
(e) This circular is prepared in both English and Chinese. In the event of inconsistency, the English text shall prevail.
9. DOCUMENTS ON DISPLAY
Copies of the following documents will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.egichk.com), for a period of 14 days from the date of this circular:
(a) the Five Agreements;
(b) the Property 103 Agreement;
(c) the letter of consent referred to in the paragraph headed "Expert and Consent" in this appendix; and
(d) the valuation report on the Properties and the Property 103 as set out in Appendix II to this circular.
NOTICE OF EGM
EGIC
中国恒嘉融资租赁集团有限公司
CHINA EVER GRAND FINANCIAL LEASING GROUP CO., LTD.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 379)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of China Ever Grand Financial Leasing Group Co., Ltd. (the “Company”) will be held on Wednesday, 22 October 2025 at 11:00 a.m. at Room 2203, 22nd Floor, Kwan Chart Tower, 6 Tonnochy Road, Wanchai, Hong Kong to consider and, if thought fit, pass the following ordinary resolutions (with or without modifications):
ORDINARY RESOLUTION
“THAT
(i) the five sets of joint and conditional agreements dated 22 August 2025 (the “Five Agreements”) and the conditional agreement dated 9 September 2025 (the “Property 103 Agreement”) entered into between Livingzone (Shanghai) Bio-Chem Technology Co., Ltd., an indirect wholly-owned subsidiary of the Company, as the vendor and Shanghai Solarbio Bioscience & Technology Co., Ltd.（上海索莱寶生化科技有限公司），as the purchaser (copies of which have been produced at the EGM and marked “A1 to A6” and initialled by the chairman of the EGM for the purpose of identification) in relation to, among other matters, the proposed disposal of Rooms 102, 103, 302, 303, 402 and 403, Block No. 6, No. 188 Xinjunhuan Road, Minhang District, Shanghai, the People’s Republic of China（中國上海閔行區新驛環路188號6幢102、103、302、303、402及403室），with total gross floor area of approximately 4,888.87 sq.m., and the transactions contemplated thereunder, be and are hereby approved and confirmed; and
(ii) any director of the Company be and is hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as he/she/they may, in his/her/their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the Five Agreements, the Property 103 Agreement and the transactions contemplated thereunder and the implementation thereof, including, without limitation, the affixing of common seal of the Company thereon.”
Yours faithfully,
By order of the Board
China Ever Grand Financial Leasing Group Co., Ltd.
Wong Lik Ping
Chairman and Executive Director
Hong Kong, 30 September 2025
EGM-1
NOTICE OF EGM
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head office and principal place of business in
Hong Kong:
Room 2203, 22/F.
Kwan Chart Tower
No. 6 Tonnochy Road
Wanchai, Hong Kong
Notes:
-
All resolutions at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates to purely a procedural or administrative matter to be voted on by a show of hands in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
-
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorized.
-
Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy (or more than one proxy if he is the holder of two or more shares) to attend and vote instead of him. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
-
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
In order to determine the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 17 October 2025 to 22 October 2025 (both days inclusive), during which period no transfer of shares can be registered, and the record date of the entitlement to attend and vote at the EGM is 22 October 2025. In order to qualify for attending and voting at the EGM, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration by not later than 4:30 p.m. on 16 October 2025.
-
Where there are joint registered holders of any share of the Company, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.
EGM-2
NOTICE OF EGM
-
Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
-
If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company and on the website of the Stock Exchange at http://www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.
-
For identification only, the English translation of the Chinese names is for identification purpose and should not be regarded as the official English translation of such Chinese names.
As at the date of this notice, the Board comprises (1) Mr. Wong Lik Ping, Mr. Siu Wai Bun, Mr. Tao Ke and Mr. Ng Tin Shui as Executive Directors; and (2) Mr. Ng Kwok Sang, Mr. Wu Kai Tang and Mr. Leung Yiu Ming David as Independent Non-Executive Directors.
EGM-3