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Sunac Services Holdings Limited Proxy Solicitation & Information Statement 2025
49969_rns_2025-04-29_2df0dee4-eade-4cd4-9418-39b81a9035cf.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 a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Sunac Services Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
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.
SUNAC SERVICES HOLDINGS LIMITED
融創服務控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01516)
PROPOSALS FOR
(1) GRANT OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) DECLARATION AND PAYMENT OF A FINAL DIVIDEND; AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Sunac Services Holdings Limited to be held on Thursday, 22 May 2025 at 10:00 a.m. at 23F, Block O1A, Sunac Center, No. 278 Hongqi Road, Nankai District, Tianjin, the PRC is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the respective websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sunacservice.com). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting (or any adjournment thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.
29 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board 4
Appendix I - Explanatory Statement of the Share Buy-Back Mandate 9
Appendix II - Details of Directors Proposed for Re-Election 12
Notice of Annual General Meeting AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be held at 23F, Block O1A, Sunac Center, No. 278 Hongqi Road, Nankai District, Tianjin, the PRC on Thursday, 22 May 2025 at 10:00 a.m. or any adjournment thereof and the notice of which is set out on pages AGM-1 to AGM-5 of this circular
“Articles of Association” the third amended and restated articles of association of the Company as amended from time to time
“Audit Committee” the audit committee of the Company
“Board” the board of Directors of the Company
“CCASS” the Central Clearing and Settlement System established and operated by HKSCC
“China” or “PRC” the People’s Republic of China
“Companies Act” the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands
“Company” Sunac Services Holdings Limited (融創服務控股有限公司), an exempted company incorporated under the laws of the Cayman Islands with limited liability, with its Shares listed on the Main Board of the Stock Exchange (stock code: 01516)
“Director(s)” the director(s) of the Company
“ESG Committee” the environmental, social and governance committee of the Company
“Extension Mandate” a general extension mandate proposed to be granted to the Directors to the effect that the total number of Shares which may be allotted, issued and/or dealt with under the Issue Mandate may be increased by an additional number representing such number of Shares actually bought back under the Share Buy-back Mandate
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollar, the lawful currency of Hong Kong
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DEFINITIONS
| “HKSCC” | Hong Kong Securities Clearing Company Limited |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Issue Mandate” | a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with Shares (including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the number of the issued Shares (excluding any treasury shares) as at the date of passing of the relevant resolution granting such mandate |
| “Latest Practicable Date” | 23 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time |
| “Nomination Committee” | the nomination committee of the Company |
| “Remuneration Committee” | the remuneration committee of the Company |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SFO” | Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time |
| “Share(s)” | ordinary share(s) of HK$0.01 each in the share capital of the Company |
| “Share Award Scheme” | the share award scheme adopted by Sunac Shine (PTC) Limited on 11 June 2021 |
| “Share Buy-back Mandate” | a general mandate proposed to be granted to the Directors at the Annual General Meeting to buy back Shares not exceeding 10% of the number of the issued Shares (excluding any treasury shares) as at the date of passing of the relevant resolution granting such mandate |
| “Shareholder(s)” | the holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
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- 3 -
DEFINITIONS
"Sunac China"
Sunac China Holdings Limited (融創中國控股有限公司), the shares of which are listed on the Main Board of the Stock Exchange (stock code: 01918) and a controlling shareholder of the Company
"Sunac Group"
Sunac China and its subsidiaries
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission of Hong Kong, as amended from time to time
"treasury share(s)"
has the meaning ascribed to it under the Listing Rules
"%"
per cent
LETTER FROM THE BOARD
SUNAC
融创服务
SUNAC SERVICES HOLDINGS LIMITED
融創服務控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01516)
Chairman of the Board and Non-executive Director:
Mr. Wang Mengde
Executive Directors:
Ms. Cao Hongling (Chief Executive Officer)
Ms. Yang Man
Non-executive Directors:
Mr. Lu Peng
Mr. Gao Xi
Independent non-executive Directors:
Ms. Wang Lihong
Mr. Yao Ning
Mr. Zhao Zhonghua
Registered Office:
Intertrust Corporate Services
(Cayman) Limited
One Nexus Way
Camana Bay
Grand Cayman, KY1-9005
Cayman Islands
Principal Place of Business in
Hong Kong:
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Headquarters and Principal Place of
Business in the PRC:
25th Floor, Block O1A
Sunac Center, No. 278 Hongqi Road
Nankai District
Tianjin
PRC
29 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
(1) GRANT OF GENERAL MANDATES TO ISSUE SHARES AND
TO BUY BACK SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) DECLARATION AND PAYMENT OF A FINAL DIVIDEND;
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you the notice of Annual General Meeting and information on the proposals to be put forward at the Annual General Meeting for, among others: (i) the grant to the Directors of the Issue Mandate to issue Shares, the Share Buy-back
LETTER FROM THE BOARD
Mandate to buy back Shares and the Extension Mandate; (ii) the re-election of the retiring Directors; and (iii) the declaration and payment of a final dividend.
GENERAL MANDATES TO ISSUE AND BUY BACK SHARES
At the Annual General Meeting, an ordinary resolution will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares (including any sale or transfer of treasury shares out of treasury) up to 20% of the number of the issued Shares (excluding any treasury shares) as at the date of passing of the resolution in relation to the Issue Mandate. As at the Latest Practicable Date, the number of issued Shares (excluding any treasury shares) was 3,056,844,000 Shares. Subject to the passing of the above ordinary resolution and on the basis that no further Shares will be issued or bought back after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to allot, issue and deal (including any sale or transfer of treasury shares out of treasury) with a maximum of 611,368,800 Shares under the Issue Mandate.
Subject to a separate approval of the ordinary resolution on the Extension Mandate, the number of Shares bought back by the Company under the Share Buy-back Mandate (if approved by an ordinary resolution at the Annual General Meeting) will also be added to extend the Issue Mandate provided that such additional amount shall not exceed 10% of the number of the issued Shares (excluding any treasury shares) as at the date of passing of the resolution in relation to the Share Buy-back Mandate.
In addition, at the Annual General Meeting, an ordinary resolution will be proposed to approve the granting of the Share Buy-back Mandate to the Directors to exercise the powers of the Company to buy back Shares representing up to 10% of the number of the issued Shares (excluding any treasury shares) as at the date of passing of the resolution in relation to the Share Buy-back Mandate.
Subject to the approval of the above proposals by the Shareholders at the Annual General Meeting, the Issue Mandate, the Share Buy-back Mandate and the Extension Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the date upon which such authority is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
EXPLANATORY STATEMENT OF THE SHARE BUY-BACK MANDATE
An explanatory statement of the Share Buy-back Mandate required by the Listing Rules to be sent to the Shareholders in connection with the proposed Share Buy-back Mandate is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution for approving the Share Buy-Back Mandate at the Annual General Meeting.
LETTER FROM THE BOARD
RE-ELECTION OF RETIRING DIRECTORS
In accordance with Articles 84(1) and 84(2) of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if the number of the Directors is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting of the Company at least once every three years. Accordingly, Mr. Lu Peng, Mr. Yao Ning and Mr. Zhao Zhonghua will retire at the Annual General Meeting and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.
Details of the above named Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.
DECLARATION AND PAYMENT OF FINAL DIVIDEND
The Board has resolved to recommend the declaration and payment of a final dividend of RMB14.3 cents per Share for the year ended 31 December 2024 subject to approval by Shareholders at the Annual General Meeting. The final dividend, if approved by the Shareholders at the Annual General Meeting, will be paid on or about 6 June 2025 to Shareholders whose names appear on the register of members of the Company on 2 June 2025.
NOTICE OF ANNUAL GENERAL MEETING
Set out on pages AGM-1 to AGM-5 of this circular is the notice of the Annual General Meeting at which ordinary resolutions will be proposed to the Shareholders to, among other matters, consider and approve the grant to the Directors of the Issue Mandate to issue Shares, the Share Buy-back Mandate to buy back Shares and the Extension Mandate, the re-election of the retiring Directors and the declaration and payment of a final dividend.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the eligibility of the Shareholders to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 19 May 2025 to Thursday, 22 May 2025 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfer of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 16 May 2025. Shareholders whose names appear on the register of members of the Company on Thursday, 22 May 2025 will be entitled to attend and vote at the Annual General Meeting.
LETTER FROM THE BOARD
Upon obtaining approval of the Shareholders at the Annual General Meeting, for the purpose of determining the Shareholders' entitlement to the final dividend for the year ended 31 December 2024, the register of members of the Company will be closed from Thursday, 29 May 2025 to Monday, 2 June 2025 (both days inclusive), during which period no transfer of Shares will be registered. For the purpose of determining the entitlement to the final dividend for the year ended 31 December 2024, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 28 May 2025. Shareholders whose names appear on the register of members of the Company on Monday, 2 June 2025 will be entitled to receive the final dividend for the year ended 31 December 2024.
FORM OF PROXY
A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sunacservice.com). Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting (or any adjournment thereof) if they so wish, and in such event, the form of proxy shall be deemed to be revoked.
VOTING BY POLL
Pursuant to Article 66 of the Articles of Association and Rule 13.39(4) of the Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be taken by way of a poll. The chairman of the Annual General Meeting will explain the procedures for conducting a poll at the Annual General Meeting.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he/she/it is the holder but so that no amount paid up or credited as paid up on a Share in advance of calls or instalments is treated for the foregoing purposes as paid up on a Share. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.
After the conclusion of the Annual General Meeting, the poll results will be published by the Company on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sunacservice.com) by way of an announcement.
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LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.
RECOMMENDATION
The Directors consider that the proposed resolutions at the Annual General Meeting for, among other matters, the granting to the Directors of the Issue Mandate to issue Shares, the Share Buy-back Mandate to buy back Shares and the Extension Mandate, the re-election of the retiring Directors and the declaration and payment of a final dividend, are in the interests of the Group and the Shareholders as a whole. The Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
By order of the Board
Sunac Services Holdings Limited
Wang Mengde
Chairman
APPENDIX I
EXPLANATORY STATEMENT OF THE SHARE BUY-BACK MANDATE
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Share Buy-back Mandate.
NUMBER OF ISSUED SHARES
As at the Latest Practicable Date, there were 3,056,844,000 Shares in issue (excluding any treasury shares). Subject to the passing of the resolution granting the Share Buy-back Mandate and on the basis that no further Shares will be issued or bought back from the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to buy back a maximum of 305,684,400 Shares, which represent 10% of the number of issued Shares (excluding any treasury shares) as at the date of passing of the resolution in relation to the Share Buy-back Mandate, during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
REASONS AND FUNDING OF BUY BACK
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to buy back Shares in the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.
In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. The Company may not buy back the Shares on the Stock Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, any buy-back of Shares may be made out of the profits of the Company, the share premium amount of the Company or the proceeds of a fresh issue of Shares made for the purpose of the buy-back or, subject to the Companies Act, out of capital and, in the case of any premium payable on the purchase over the par value of the Shares to be bought back, must be provided for, out of either or both of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Companies Act, out of capital.
The Directors consider that if the Share Buy-back Mandate were to be exercised in full during the proposed buy-back period, it might have a material adverse effect on the working capital and/or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements of the Company dated 31 December 2024). However, the Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Group.
APPENDIX I
EXPLANATORY STATEMENT OF THE SHARE BUY-BACK MANDATE
GENERAL MATTERS
None of the Directors, to the best of their knowledge, having made all reasonable enquiries, nor their close associates (as defined in the Listing Rules) have a present intention to sell any Shares to the Company, if the Share Buy-back Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to make buy-backs pursuant to the proposed Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands. Neither this explanatory statement of the Share Buy-back Mandate nor the proposed share repurchase has with any unusual features.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the proposed Share Buy-back Mandate is approved by the Shareholders.
The Company may cancel such repurchased Shares or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For the avoidance of doubt, pursuant to the applicable laws of the Cayman Islands, treasury shares must be held in the name of the Company. For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
TAKEOVERS CODE
If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any such increase.
As at the Latest Practicable Date, to the best knowledge, information and belief of the Directors, Sunac China was deemed to be interested in 1,511,153,516 Shares in aggregate, representing approximately $49.44\%$ of the existing number of issued Shares. In the event that the Directors exercise in full the power to buy back Shares under the Share Buy-back Mandate and assuming there will be no other change in the issued share capital of the Company, Sunac China's shareholding interests in the Company would be increased to approximately $54.93\%$
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APPENDIX I
EXPLANATORY STATEMENT OF THE SHARE BUY-BACK MANDATE
of the number of issued Shares. To the best knowledge and belief of the Directors, such increase in shareholding interests will exceed the 2% creeper as specified in Rule 26.1 of the Takeovers Code, and in which event, Sunac China may be obliged to make a mandatory general offer under Rule 26 of the Takeovers Code.
The Directors have no present intention to exercise the Share Buy-back Mandate to such an extent that would give rise to the obligations under Rule 26 of the Takeovers Code to make a mandatory offer, or otherwise would result in the number of Shares held by the public falling below the prescribed minimum percentage of public float (i.e. 25%) under the Listing Rules.
SHARE BUY-BACK MADE BY THE COMPANY
During the previous six months preceding the Latest Practicable Date, the Company did not repurchase any Shares (whether on the Stock Exchange or other stock exchanges).
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during the 12 calendar months preceding the Latest Practicable Date were as follows:
| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 2.06 | 1.63 |
| May | 2.60 | 1.86 |
| June | 2.04 | 1.81 |
| July | 1.89 | 1.67 |
| August | 1.78 | 1.56 |
| September | 2.30 | 1.44 |
| October | 3.18 | 1.82 |
| November | 2.22 | 1.69 |
| December | 2.01 | 1.60 |
| 2025 | | |
| January | 1.67 | 1.45 |
| February | 1.73 | 1.48 |
| March | 1.77 | 1.59 |
| April (up to and including the Latest Practicable Date) | 1.86 | 1.51 |
APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.
Mr. Lu Peng ("Mr. Lu")
Mr. Lu Peng, aged 49, is a non-executive Director, and is responsible for providing guidance for the development of the commercial management business of the Group. Mr. Lu was appointed as a non-executive Director in November 2021. He joined the Sunac Group in 2003 and was responsible for core business areas, such as building benchmark residential projects, establishing Sunac's product portfolio, investment and mergers and acquisitions, and expanding its presence in industrial development successively. In recent years, he devoted himself to the development of the cultural & tourism industry and led many large-scale cultural & tourism complex projects, and had extensive management experience in the synergetic development of the industry and cross-sector. Mr. Lu currently serves as the executive president of the Sunac Group and the general manager of Bonski. Mr. Lu graduated from the School of Materials of Tianjin University (天津大學) in 1999.
Mr. Lu has entered into an appointment letter with the Company for a term of three years subject to retirement by rotation pursuant to the requirements of the Articles of Association and the Listing Rules. Pursuant to the appointment letter, Mr. Lu will not receive any director's fee from the Group, and his director's fee may be adjusted according to the recommendations of the Remuneration Committee. As at the Latest Practicable Date, Mr. Lu held 95,814 Shares of the Company. In addition, as at the Latest Practicable Date, Mr. Lu held 241,199 shares and 790,000 unvested share awards of Sunac China, an associated corporation of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, as at the Latest Practicable Date, Mr. Lu (i) did not hold any directorship in any other public companies listed in Hong Kong or overseas in the last three years or other major appointments or professional qualifications; (ii) did not hold any other positions in the Company or other members of the Group; (iii) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company; and (iv) did not have other interests in the securities of the Company and its associated corporations within the meaning of Part XV of the SFO.
Mr. Yao Ning ("Mr. Yao")
Mr. Yao Ning, aged 51, was appointed as an independent non-executive Director in October 2020. Mr. Yao is the chairperson of the Audit Committee and the member of the Nomination Committee, the Remuneration Committee and the ESG Committee, and is primarily responsible for providing independent advice on the operations and management of the Group. Mr. Yao has over 20 years of experience in accountancy. Mr. Yao has been the chairman and general manager of Beijing Ehoutai Taxation Consultancy Co., Ltd. (北京易後臺財稅科技有限公司), a financial and taxation consultancy company, since July 2016, where he is responsible for overall management.
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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Yao was appointed as an independent director of Huayuan Property Co., Ltd. (華遠地產股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 600743), on 11 May 2021. On 9 May 2023, Mr. Yao was re-elected as an independent director of Huarong Chemical Co., Ltd. (stock code: 301256, a company listed on Shenzhen Stock Exchange). Mr. Yao was appointed as an independent director of State Power Rixin Technology Co., Ltd. (國能日新科技股份有限公司, a company listed on the Shenzhen Stock Exchange, stock code: 301162) on 6 May 2024. In addition, Mr. Yao has held director positions at multiple listed companies: from August 2014 to August 2020, he served as an independent director of Wo Ai Wo Jia Holdings Group Co., Ltd. (我愛我家控股集團股份有限公司) (Stock Code: 000560, a real estate brokerage company listed on the Shenzhen Stock Exchange); from January 2015 to January 2021, he served as an independent director of Beijing Career International Co., Ltd. (北京科銳國際人力資源股份有限公司) (Stock Code: 300662, a human resources services company listed on the Shenzhen Stock Exchange); from May 2016 to June 2022, he served as a director of Beijing Shidai Xingmeng Technology Holdings Co., Ltd. (北京時代星盟科技股份有限公司) (Stock Code: 430246, an information technology company listed on the New Third Board); from December 2016 to January 2021, he served as an independent director of Changjiang Runfa Health Industry Co., Ltd. (長江潤發健康產業股份有限公司) (Stock Code: 002435, a pharmaceutical company listed on the Shenzhen Stock Exchange); from April 2017 to April 2020, he served as an independent director of Heilan Home Co., Ltd. (海瀾之家股份有限公司) (Stock Code: 600398, a clothing company listed on the Shanghai Stock Exchange); from May 2017 to January 2021, he served as an independent director of Jinke Property Group Co., Ltd. (金科地產集團股份有限公司) (Stock Code: 000656, a real estate company listed on the Shenzhen Stock Exchange); and from February 2021 to February 2024, he served as an independent non-executive director of Shanghai Yahong Moulding Co., Ltd. (上海亞虹模具股份有限公司) (Stock Code: 603159, a mould manufacturing company listed on the Shanghai Stock Exchange).
Mr. Yao graduated from Nankai University (南開大學) in the PRC with a major in accountancy in June 1997 and obtained a master's degree in accountancy from Peking University (北京大學) in the PRC in January 2008. Mr. Yao has been a certified public accountant in the PRC since August 2000 and a certified asset appraiser since May 2001. Mr. Yao has also obtained the qualification certificate of independent director from the Shanghai Stock Exchange in August 2010.
Mr. Yao has entered into an appointment letter with the Company for a term of three years subject to retirement by rotation pursuant to the requirements of the Articles of Association and the Listing Rules. Pursuant to the appointment letter, Mr. Yao is entitled to a director's fee of RMB200,000 per annum. As at the Latest Practicable Date, Mr. Yao did not have any interest in the Company or its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, as at the Latest Practicable Date, Mr. Yao (i) did not hold any directorship in any other public companies listed in Hong Kong or overseas in the last three years or other major appointments or professional qualifications; (ii) did not hold any other positions in the Company or other members of the Group; (iii) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company; and (iv) did not have any interests in the securities of the Company and its associated corporations within the meaning of Part XV of the SFO.
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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
In assessing the re-election of Mr. Yao as an independent non-executive Director, the Company has considered his overall contribution and service to the Company, and reviewed his expertise and professional qualifications to determine whether he satisfies the selection criteria under the nomination policy of the Company and the diversity aspects set out in the board diversity policy of the Company. The Nomination Committee considers that Mr. Yao has the reputation for integrity to act as a director of the Company, and possesses broad and extensive experience and professional knowledge in the fields of accounting to bring objective and unfettered independent judgement and valuable contributions to the Board.
The Company, having received the annual written confirmation of independence given by Mr. Yao pursuant to Rule 3.13 of the Listing Rules and taking into consideration the recommendations from the Nomination Committee, considers Mr. Yao to be independent of the Company.
Mr. Zhao Zhonghua ("Mr. Zhao")
Mr. Zhao Zhonghua, aged 43, was appointed as an independent non-executive Director in October 2020. Mr. Zhao is the member of the Audit Committee, the Nomination Committee, the Remuneration Committee and the ESG Committee, and is primarily responsible for providing independent advice on the operations and management of the Group. Mr. Zhao has over 10 years of experience in property management industry policies and legal affairs.
From July 2009 to October 2011, Mr. Zhao successively served as the vice principal staff member and the principal staff member of the Property Management Service Guidance Centre of Beijing Municipal Commission of Housing and Urban-Rural Development (北京市住房和城鄉建設委員會物業服務指導中心) and, from October 2011 to September 2014, he was seconded to the Ministry of Housing and Urban-Rural Development of the PRC (中國住房和城鄉建設部) for training. From February 2015 to August 2015, Mr. Zhao worked at Zhongmin Property Investment Company Limited (中民未來控股集團有限公司, formerly known as 中民物業有限責任公司), a company mainly engaged in corporate and investment management. From September 2017 to September 2019, he served as an executive director of Zhongwu Zhiyuan (Beijing) Legal Consulting Company Limited (中物志遠(北京)法律諮詢有限公司). Since September 2019, Mr. Zhao has been employed at Beijing Yinghe Law Firm (北京瀛和律師事務所), where he currently serves as the director of the housing and urban-rural construction business center and the chairman of the board of supervisors.
Mr. Zhao obtained a bachelor's degree in economics from Zhengzhou University (鄭州大學) in the PRC in July 2005 and a master's degree in law from Peking University (北京大學) in the PRC in July 2009. He is currently a committee member of National Property Service Standardization Technical Committee (全國物業服務標準化技術委員會). Since July 2019, he has been the vice president of Legal Policy Committee of China Property Management Association (中國物業管理協會法律政策工作委員會).
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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Zhao has entered into an appointment letter with the Company for a term of three years subject to retirement by rotation pursuant to the requirements of the Articles of Association and the Listing Rules. Pursuant to the appointment letter, Mr. Zhao is entitled to a director’s fee of RMB200,000 per annum. As at the Latest Practicable Date, Mr. Zhao did not have any interest in the Company or its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, as at the Latest Practicable Date, Mr. Zhao (i) did not hold any directorship in any other public companies listed in Hong Kong or overseas in the last three years or other major appointments or professional qualifications; (ii) did not hold any other positions in the Company or other members of the Group; (iii) did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company; and (iv) did not have other interests in the securities of the Company and its associated corporations within the meaning of Part XV of the SFO.
In assessing the re-election of Mr. Zhao as an independent non-executive Director, the Company has considered her overall contribution and service to the Company, and reviewed her expertise and professional qualifications to determine whether she satisfies the selection criteria under the nomination policy of the Company and the diversity aspects set out in the board diversity policy of the Company. The Nomination Committee considers that Mr. Zhao has the reputation for integrity to act as a Director of the Company, and possesses broad and extensive experience and professional knowledge in the fields of management and finance to bring objective and unfettered independent judgement and valuable contributions to the Board.
The Company, having received the annual written confirmation of independence given by Mr. Zhao pursuant to Rule 3.13 of the Listing Rules and taking into consideration the recommendations from the Nomination Committee, considers Mr. Zhao to be independent of the Company.
Save as disclosed in this circular, there is no other matter in relation to the above Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the above Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
SUNAC
融创服务
SUNAC SERVICES HOLDINGS LIMITED
融創服務控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01516)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Sunac Services Holdings Limited (the "Company") will be held on Thursday, 22 May 2025 at 10:00 a.m. at 23F, Block O1A, Sunac Center, No. 278 Hongqi Road, Nankai District, Tianjin, the PRC for the purpose of considering and, if thought fit, passing (with or without amendments in the case of the ordinary resolutions) the following resolutions:
ORDINARY RESOLUTIONS
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To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor of the Company for the year ended 31 December 2024.
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To declare a final dividend of RMB14.3 cents per ordinary share for the year ended 31 December 2024.
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(A) To re-elect Mr. Lu Peng as non-executive director of the Company.
(B) To re-elect Mr. Yao Ning as independent non-executive director of the Company.
(C) To re-elect Mr. Zhao Zhonghua as independent non-executive director of the Company.
(D) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
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To re-appoint PricewaterhouseCoopers as the auditor of the Company for the year ending 31 December 2025 and authorise the board of directors of the Company to fix its remuneration.
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AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, to pass, with or without modification, the following resolutions as ordinary resolutions:
(A) “That:
(i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company (including any sale or transfer of treasury shares out of treasury) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (including any sale or transfer of treasury shares out of treasury) (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the share option scheme of the Company or any other share option scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the total number of shares of the Company in issue (excluding any treasury shares) as at the date of passing of this resolution and the approval shall be limited accordingly;
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
(iv) for the purpose of this resolution:
(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company; and
(2) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
(b) “Rights Issue” means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
(B) “That:
(i) subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Hong Kong Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), be and is hereby generally and unconditionally approved;
– AGM-3 –
NOTICE OF ANNUAL GENERAL MEETING
(ii) the aggregate number of the shares of the Company, which may be bought back pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of shares of the Company in issue (excluding any treasury shares) at the date of passing of this resolution, and the said approval shall be limited accordingly; and
(iii) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company; and
(2) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”
(C) “That conditional upon the passing of resolutions numbered 5(A) and 5(B) above, the general mandate to the directors of the Company pursuant to resolution numbered 5(A) be and is hereby extended by the addition thereto of such number of shares of the Company bought back by the Company under the authority granted pursuant to the resolution numbered 5(B), provided that such number of shares shall not exceed 10% of the total number of shares of the Company in issue (excluding any treasury shares) as at the date of passing of this resolution.”
By order of the Board
Sunac Services Holdings Limited
Wang Mengde
Chairman
Hong Kong, 29 April 2025
Notes:
(i) Resolution numbered 5(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 5(A) and 5(B) are passed by the shareholders of the Company.
(ii) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/its. A proxy need not be a shareholder of the Company.
(iii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) 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.
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
(iv) In order to be valid, a form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the proxy form shall be deemed to be revoked.
(v) For the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the above meeting, the register of members of the Company will be closed from Monday, 19 May 2025 to Thursday, 22 May 2025 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the above meeting, all transfer of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 16 May 2025.
(vi) The transfer books and register of members will be closed from Thursday, 29 May 2025 to Monday, 2 June 2025, both days inclusive, in order to determine the entitlement of shareholders to receive the proposed final dividend, during which period no share transfers will be registered. For the purpose of determining the entitlement to the final dividend for the year ended 31 December 2024, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 28 May 2025.
(vii) In respect of each ordinary resolution numbered 3(A)-(C) above, Mr. Lu Peng, Mr. Yao Ning and Mr. Zhao Zhonghua shall retire at the above meeting and being eligible, have offered themselves for re-election. Details of the above retiring directors are set out in Appendix II to the accompanying circular of the Company dated 29 April 2025.
(viii) In respect of the ordinary resolution numbered 5(A) above, approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
(ix) In respect of ordinary resolution numbered 5(B) above, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to buy back shares of the Company in circumstances which they deem appropriate for the benefits of the shareholders of the Company. The explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the buy-back mandate to be granted to the directors of the Company to exercise the power of the Company to buy back its own shares, as required by the Listing Rules, is set out in Appendix I to the accompanying circular of the Company dated 29 April 2025.
As at the date of this notice, the chairman of the Board and non-executive Director is Mr. Wang Mengde; the executive Directors are Ms. Cao Hongling and Ms. Yang Man; the non-executive Directors are Mr. Lu Peng and Mr. Gao Xi; and the independent non-executive Directors are Ms. Wang Lihong, Mr. Yao Ning and Mr. Zhao Zhonghua.
- AGM-5 -