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SUNEVISION HOLDINGS LTD. Proxy Solicitation & Information Statement 2025
50091_rns_2025-09-23_8bef7482-db16-4584-900e-006a5467dc90.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 securities in SUNeVision Holdings Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
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.
sunEvision
SUNEVISION HOLDINGS LTD.
新意網集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1686)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice dated 24 September 2025 convening an annual general meeting of the Company to be held at 4th Floor and 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong on Friday, 31 October 2025 at 12:00 noon ("AGM") is set out on pages 19 to 24 of this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 12:00 noon on Wednesday, 29 October 2025 or not less than 48 hours before the time for holding any adjourned AGM (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.
This circular is made in English and Chinese. In case of any inconsistency, the English version shall prevail.
Hong Kong, 24 September 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 3
- Proposed General Mandate to Issue Shares. 4
- Proposed General Mandate to Repurchase Shares. 5
- Re-election of Retiring Directors 5
- Annual General Meeting. 7
- Action to be Taken 7
- Voting by Poll 7
- Recommendation 8
Appendix I — Explanatory Statement for Share Repurchase Mandate 9
Appendix II — Details of Retiring Directors Proposed to be Re-elected 13
Notice of Annual General Meeting. 19
— i —
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"AGM"
the annual general meeting of the Company to be held at 4th Floor and 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong on Friday, 31 October 2025 at 12:00 noon or any adjourned meeting thereof;
"Articles of Association"
the amended and restated articles of association of the Company;
"Board"
the board of Directors or a duly authorised committee thereof for the time being;
"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited;
"Company"
SUNeVision Holdings Ltd. 新意網集團有限公司, a company incorporated in the Cayman Islands with limited liability, the securities of which are listed on the main board of the Stock Exchange (Stock Code: 1686);
"Convertible Note(s)"
the convertible note(s) constituted by a deed poll dated 25 November 2010 and issued by the Company, which are convertible into Shares at the conversion price of HK$0.10 per Share (subject to adjustment in accordance with the said deed poll) upon the exercise of the conversion rights attached to the convertible notes;
"Director(s)"
the director(s) of the Company;
"Group"
the Company and/or its subsidiaries from time to time;
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China;
"Latest Practicable Date"
16 September 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange (as may be amended from time to time);
"Memorandum and Articles of Association"
the amended and restated memorandum and articles of association of the Company;
— 1 —
DEFINITIONS
“Noteholder(s)” the holder(s) of the Convertible Notes;
“Present” as such term is defined under the Articles of Association;
“SFO” the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong (as may be amended from time to time);
“Share Issue Mandate” a general mandate to the Directors to exercise the power of the Company to allot, issue and deal with Shares (including any sale or transfer of Treasury Shares out of treasury) or to grant options and rights to subscribe for any class of Shares or to convert securities into Shares;
“Share Repurchase Mandate” a general mandate to the Directors to exercise the power of the Company to repurchase Shares;
“Share Repurchase Rules” the Listing Rules and the Takeovers Code;
“Shareholder(s)” the holder(s) of the Shares;
“Share(s)” shares of HK$0.10 each in the capital of the Company;
“SHKP” Sun Hung Kai Properties Limited 新鴻基地產發展有限公司, a company incorporated in Hong Kong with limited liability, the securities of which are listed on the main board of the Stock Exchange (Stock Codes: 16 (HKD counter) and 80016 (RMB counter)), which is a controlling Shareholder;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs;
“Treasury Shares” the Shares repurchased or otherwise acquired and held by the Company in treasury (if any), as authorised by the laws and regulations of the Cayman Islands and the Memorandum and Articles of Association which for the purpose of the Listing Rules, include Shares repurchased or otherwise acquired by the Company and held or deposited in CCASS for sale on the Stock Exchange; and
“%” per cent.
— 2 —
LETTER FROM THE BOARD
sunEvision
SUNEVISION HOLDINGS LTD.
新意網集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1686)
Executive Directors:
Kwok Ping-luen, Raymond (Chairman)
Fung Yuk-lun, Allen (Vice Chairman)
Tung Chi-ho, Eric
Chan Man-yuen, Martin
Non-Executive Directors:
Cheung Wing-yui (Vice Chairman)
Kwok Kai-wang, Christopher
David Norman Prince
Jack Lau
Siu Hon-wah, Thomas
Chan Hong-ki, Robert
Registered Office:
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Head Office and Principal
Place of Business:
Unit 3110, 31/F
Standard Chartered Tower
Millennium City 1
388 Kwun Tong Road
Kwun Tong, Kowloon
Hong Kong
Independent Non-Executive Directors:
Li On-kwok, Victor
King Yeo-chi, Ambrose
Wong Kai-man
Lee Wai-kwong, Sunny
Chan Chun-kwong, Jane
24 September 2025
To the Shareholders and, for information only, the Noteholders
Dear Sir/Madam,
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
- INTRODUCTION
At the AGM, resolutions will be proposed to approve, inter alia, (i) the proposed grant of the Share Issue Mandate and the Share Repurchase Mandate; (ii) the extension of the Share Issue Mandate; and (iii) the proposed re-election of retiring Directors. The purpose of this circular is to give Shareholders notice of the AGM and information relating to the resolutions to be proposed.
LETTER FROM THE BOARD
2. PROPOSED GENERAL MANDATE TO ISSUE SHARES
At the AGM, Ordinary Resolution no. 5 will be proposed for the Shareholders to consider and, if thought fit, grant the Share Issue Mandate during the period as set out in Ordinary Resolution no. 5 up to 20% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing Ordinary Resolution no. 5.
As at the Latest Practicable Date, the total number of Shares in issue was 2,360,609,333 Shares. Assuming that there is no change in the total number of Shares in issue during the period from the Latest Practicable Date to the date of passing the resolution approving the Share Issue Mandate, the maximum number of Shares which may be allotted, issued and dealt with (including Treasury Shares which may be sold or transferred out of treasury) pursuant to the Share Issue Mandate on the date of passing the resolution approving the Share Issue Mandate will be 472,121,866 Shares.
In addition, Ordinary Resolution no. 7 will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding the number of Shares repurchased under a general mandate to the Directors to exercise the power of the Company to repurchase Shares during the period as set out in Ordinary Resolution no. 6 up to 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing Ordinary Resolution no. 6, if granted.
Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in Ordinary Resolutions nos. 5 and 7 as referred to in the notice dated 24 September 2025 convening the AGM as set out on pages 19 to 24 of this circular respectively. These mandates will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum and Articles of Association, or any other applicable laws of the Cayman Islands, to be held; and (c) the date on which the authority given under Ordinary Resolutions nos. 5 and 7 respectively are revoked or varied by an ordinary resolution of the Shareholders.
— 4 —
LETTER FROM THE BOARD
3. PROPOSED GENERAL MANDATE TO REPURCHASE SHARES
At the AGM, Ordinary Resolution no. 6 will be proposed for the Shareholders to consider and, if thought fit, grant the Share Repurchase Mandate during the period as set out in Ordinary Resolution no. 6. The total number of Shares which may be repurchased pursuant to the Share Repurchase Mandate is up to 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing the resolution approving the Share Repurchase Mandate.
An explanatory statement as required under the Share Repurchase Rules, giving certain information regarding the Share Repurchase Mandate, is set out in Appendix I to this circular. The Share Repurchase Mandate will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum and Articles of Association, or any other applicable laws of the Cayman Islands, to be held; and (c) the date on which the authority given under Ordinary Resolution no. 6 is revoked or varied by an ordinary resolution of the Shareholders.
If the Company repurchases Shares pursuant to the Share Repurchase Mandate, the Company may (a) cancel the repurchased Shares and/or (b) hold such Shares in treasury, subject to market conditions and the capital management needs of the Group at the relevant time such repurchases of Shares are made. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to the Ordinary Resolution no. 5 and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
4. RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 95 of the Memorandum and Articles of Association, Dr. Chan Chun-kwong, Jane, who was appointed as an additional Director to the Board on 15 April 2025, will hold office until the AGM and, being eligible, has offered herself for re-election thereat.
In addition, in accordance with Article 116 of the Memorandum and Articles of Association, Messrs. Fung Yuk-lun, Allen, Chan Man-yuen, Martin, Cheung Wing-yui, Siu Hon-wah, Thomas and Professor King Yeo-chi, Ambrose will retire from office at the AGM and being eligible, have offered themselves for re-election at the AGM.
Brief biographical details of the retiring Directors proposed to be re-elected at the AGM (the "Retiring Directors") are set out in Appendix II to this circular.
The Nomination Committee of the Company (the "Nomination Committee") has reviewed and is satisfied with the current structure, size and composition of the Board and the Board committees of the Company.
— 5 —
LETTER FROM THE BOARD
In accordance with the nomination policy of the Company, the Nomination Committee has also reviewed the biographies of Dr. Chan Chun-Kwong, Jane and Professor King Yeo-chi, Ambrose, both being the Independent Non-Executive Directors of the Company, who will be subject to retirement and re-election at the AGM (the "Retiring INEDs"), and taking into consideration their knowledge, experience, capability and various diversity aspects as set out in the board diversity policy of the Company as well as their contributions to the Company during their tenure of office, the Nomination Committee is of the view that the Retiring INEDs will continue to contribute to the Board with their respective perspectives, skills and experience. In addition, none of the Retiring INEDs has any financial or family relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company, which could give rise to a conflict of interest situation or otherwise affect their exercise of independent judgment. The Nomination Committee believes that the Retiring INEDs remain committed to their roles as Independent Non-Executive Directors of the Company and will continue to be independent.
Professor King Yeo-chi, Ambrose, one of the Retiring INEDs, has served the Company for more than nine years during which he has provided professional advice and insight to the Board. He has in-depth understanding of the Group's business and operations and has also demonstrated strong independence by providing impartial views and comments at the meetings of the Board and Board committees over the years. He has not taken part in the day-to-day management of the Company. The Nomination Committee considered that the long service of Professor King Yeo-chi, Ambrose will not affect his exercise of independent judgment and was satisfied that he has the required integrity and experience to continue fulfilling the role of Independent Non-Executive Director.
In addition, each of the Retiring INEDs has made a confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules.
Taking into consideration the above, the Board is of the view that the Retiring INEDs are independent. In addition, given the knowledge, skills and experience of the Retiring Directors and their valuable contributions to the Company over the years, the Board considers that the re-election of the Retiring Directors is in the best interests of the Company and the Shareholders as a whole. The Board has therefore accepted the nomination by the Nomination Committee and recommends the Retiring Directors (including the Retiring INEDs) to stand for re-election by the Shareholders at the AGM.
In accordance with the Corporate Governance Code as set out in the Listing Rules, the re-election of Professor King Yeo-chi, Ambrose will be subject to a separate resolution to be approved by the Shareholders at the AGM.
— 6 —
LETTER FROM THE BOARD
5. ANNUAL GENERAL MEETING
A notice convening the AGM to be held at 4th Floor and 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong on Friday, 31 October 2025 at 12:00 noon is set out on pages 19 to 24 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the Share Issue Mandate, the Share Repurchase Mandate, the extension of the Share Issue Mandate and the re-election of retiring Directors as ordinary resolutions.
6. ACTION TO BE TAKEN
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 12:00 noon on Wednesday, 29 October 2025 or not less than 48 hours before the time for holding any adjourned AGM (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof if they so wish.
7. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules and Article 76 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, each of the resolutions to be proposed at the AGM will be voted by way of a poll.
Pursuant to Article 81(a) of the Articles of Association, on a poll every Shareholder who is Present shall have one vote for each Share registered in his name in the register of members. On a poll, a Shareholder entitled to more than one vote is under no obligation to cast all his votes in the same way.
An announcement on the poll results will be made by the Company after the AGM.
— 7 —
LETTER FROM THE BOARD
8. RECOMMENDATION
The Directors consider that the granting of the Share Issue Mandate, the Share Repurchase Mandate, the extension of the Share Issue Mandate and the re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant resolutions to be proposed at the AGM.
By Order of the Board
SUNEVISION HOLDINGS LTD.
Bonnie Lau
Company Secretary
— 8 —
APPENDIX I
EXPLANATORY STATEMENT FOR SHARE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide all the information reasonably necessary to enable Shareholders to make an informed decision on whether to approve the Share Repurchase Mandate.
- LISTING RULES
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.
- SHAREHOLDERS' APPROVAL
All proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate to the directors of the company to make such repurchases or by specific approval of a particular transaction.
- EXERCISE OF THE SHARE REPURCHASE MANDATE
As at the Latest Practicable Date, there were 2,360,609,333 Shares in issue. Subject to the passing of Ordinary Resolution no. 6 and assuming that there is no change in the issued share capital of the Company prior to the AGM, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 236,060,933 Shares representing 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of granting of the Share Repurchase Mandate.
- REASONS FOR THE REPURCHASE OF SHARES
The Directors believe that the Share Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.
- FUNDING OF REPURCHASE
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the applicable laws and regulations of the Cayman Islands, the Memorandum and Articles of Association and the Listing Rules. It is envisaged that the funds required for any repurchase would be derived from those funds of the Company legally permitted to be utilised in this connection, including capital paid up on the Shares to be repurchased, funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares and any premium payable on a repurchase shall be provided out of funds of the Company otherwise available for dividend or distribution or sums standing to the credit of the share premium account of the Company.
— 9 —
APPENDIX I
EXPLANATORY STATEMENT FOR SHARE REPURCHASE MANDATE
There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the latest published audited consolidated financial statements contained in the annual report for the year ended 30 June 2025 in the event that the Share Repurchase Mandate is exercised in full during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
6. SHARE PRICES
The monthly highest and lowest prices at which the Shares had traded on the Stock Exchange during the twelve months preceding the Latest Practicable Date were as follows:
| Share Prices (per Share) | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| September | 3.87 | 3.15 |
| October | 4.13 | 3.57 |
| November | 4.37 | 3.58 |
| December | 4.50 | 3.94 |
| 2025 | ||
| January | 4.27 | 3.70 |
| February | 10.36 | 3.68 |
| March | 9.87 | 6.50 |
| April | 7.27 | 5.44 |
| May | 6.97 | 5.97 |
| June | 7.83 | 6.46 |
| July | 8.42 | 7.03 |
| August | 8.28 | 7.10 |
| September (up to the Latest Practicable Date) | 8.30 | 6.57 |
7. UNDERTAKING
The Directors will so far as the same may be applicable, exercise the Share Repurchase Mandate in accordance with the Listing Rules, the applicable laws and regulations of the Cayman Islands and the Memorandum and Articles of Association.
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) currently intends to sell Shares to the Company or its subsidiaries in the event that the Share Repurchase Mandate is approved by the Shareholders.
APPENDIX I
EXPLANATORY STATEMENT FOR SHARE REPURCHASE MANDATE
No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Company is authorised to make purchases of Shares.
8. THE TAKEOVERS CODE
If, as a result of repurchase of Shares by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, according to the register required to be kept by the Company under Section 336 of the SFO or other notification(s) received by the Company, Sunco Resources Limited, a wholly-owned subsidiary of SHKP, was the beneficial owner of (i) 1,730,722,500 Shares; and (ii) 1,719,427,500 underlying Shares in respect of the Convertible Notes in the amount of HK$171,942,750 convertible into 1,719,427,500 Shares at the conversion price of HK$0.10 per Share (subject to adjustment in accordance with the deed poll constituting the Convertible Notes dated 25 November 2010) upon the exercise of the conversion rights attached to the Convertible Notes (together, the “Sunco Interests”). As Sunco Resources Limited is a wholly-owned subsidiary of SHKP, SHKP is deemed to have interests in the Sunco Interests for the purpose of Part XV of the SFO. As HSBC Trustee (C.I.) Limited (“HSBC Trustee”) is entitled to control the exercise of one-third or more of the voting power at general meetings of SHKP, HSBC Trustee is also deemed to have interests in the Sunco Interests held indirectly by SHKP for the purpose of Part XV of the SFO. In addition, HSBC Trustee also has interests/deemed interests in 3,485,000 Shares for the purpose of Part XV of the SFO.
The abovementioned interests, after taking into account duplication of interests, represented approximately 73.46% of the total number of issued Shares as at the Latest Practicable Date. Assuming that there is no change in the total number of issued Shares prior to the AGM, in the event that the Share Repurchase Mandate is exercised in full, the abovementioned interests will be increased to approximately 81.63%. Such increase will not give rise to any obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. In addition, in view of the public float requirement under the Listing Rules which requires at least 25% of the issued share capital of the Company to be held by the public, the Directors will use their best endeavours to ensure that the Share Repurchase Mandate will not be exercised to the extent that the Company will infringe such minimum public float requirement.
9. SHARE PURCHASE MADE BY THE COMPANY
During the six months preceding the Latest Practicable Date, there was no purchases of Shares made by the Company (whether on the Stock Exchange or otherwise).
APPENDIX I
EXPLANATORY STATEMENT FOR SHARE REPURCHASE MANDATE
10. TREASURY SHARES
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 repurchases. Treasury Shares held by the Company will only be resold on the market when the Directors believe that a resale thereof is in the interests of the Company and the Shareholders as a whole.
For Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall adopt appropriate measures to ensure that it does not exercise any Shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company’s own name as Treasury Shares. Such measures may include the Company not (or procure its broker not to) giving any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS and, where necessary, withdrawing the Treasury Shares from CCASS and either re-register them in its own name as treasury shares or cancel them before the record date for the relevant dividends or distributions.
11. CONFIRMATION OF NO UNUSUAL FEATURES
The Board confirms that neither this explanatory statement nor the Share Repurchase Mandate has any unusual features.
— 12 —
APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
The details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:
- Chan Chun-kwong, Jane (Age: 69)
Independent Non-Executive Director
Dr. Chan has been an Independent Non-Executive Director of the Company and a member of the Nomination Committee of the Board, since 15 April 2025. She received her B.A. from Yale University and M.D. from The University of Chicago. Dr. Chan has been registered as a medical practitioner in Hong Kong since 1993 and has been in private practice since 2005. She was elected as a Fellow by Hong Kong College of Physicians and as a Fellow of the Hong Kong Academy of Medicine (Medicine), both in 1993. Dr. Chan is a specialist in Respiratory Medicine.
Dr. Chan has been the President of the Hong Kong Chinese Medical Association Limited since 2021, the President of the Hong Kong Chinese Medical Association Foundation Limited since 2024 and an Honorary Clinical Associate Professor of the Department of Medicine of The University of Hong Kong since 1995.
Dr. Chan is the spouse of Professor Wong Yue-chim, Richard. Professor Wong is an independent non-executive director of SHKP.
Dr. Chan is entitled to receive a director's fee of HK$175,000 per annum (or a pro rata amount for the duration of her directorship for an incomplete year) for being a Director and a member of the Nomination Committee of the Board.
Dr. Chan was found by The Medical Council of Hong Kong (the "MCHK") to have contravened the Code of Professional Conduct published by the MCHK for (i) the publication of certain promotional statements and/or information; and (ii) the quotation of certain qualifications and appointments on her website during the period from about 2014 to 2016. The MCHK accepted that Dr. Chan did not promote her professional practice and services deliberately and acknowledged that Dr. Chan had an unblemished and distinguished career serving the medical profession and volunteered in public services for many years. The MCHK made an order in 2020 that Dr. Chan's name be removed from the General Register for a period of one month and the operation of the removal order be suspended for a period of six months.
As at the Latest Practicable Date, Dr. Chan did not have, and was not deemed to have, any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.
— 13 —
APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
- Fung Yuk-lun, Allen (Age: 57)
Vice Chairman and Executive Director
Mr. Fung is a Vice Chairman of the Company. He was appointed as a Non-Executive Director of the Company in January 2014 and re-designated as an Executive Director of the Company on 2 April 2018. He is also the Authorised Representative of the Company under the Listing Rules. Mr. Fung is a member of each of the Remuneration Committee and Corporate Governance Committee of the Board. He is also a director of certain subsidiaries of the Company. He obtained an undergraduate degree (Modern History) from Oxford University and holds a doctoral degree in History and East Asian Languages from Harvard University. From 1996 to 1997, Mr. Fung was a visiting Assistant Professor of History at Brown University. From 1997 to 2013, he worked in McKinsey & Company Hong Kong, where he became the managing partner and director.
Mr. Fung is an executive director and a member of the executive committee of SHKP, as well as the chief executive officer of the SHKP group's non-property related portfolio investments. He is also a director of certain subsidiaries of SHKP. Mr. Fung is a deputy chairman and an executive director of SmarTone Telecommunications Holdings Limited. He is also a non-executive director of Transport International Holdings Limited.
Mr. Fung is a member of the General Committee of the Hong Kong General Chamber of Commerce, the vice president of The Hong Kong Federation of Youth Groups and a board member of the Hong Kong Tourism Board. He has also been elected a professor of practice of The Hong Kong Management Association and a member of its Executive Committee.
For the financial year ended 30 June 2025, Mr. Fung is entitled to receive a director's fee of HK$52,500 for being the Vice Chairman of the Company and a member of each of the Remuneration Committee and Corporate Governance Committee of the Board.
As at the Latest Practicable Date, Mr. Fung had personal interests in 4,000,000 Shares and share options to subscribe for 8,000,000 Shares within the meaning of Part XV of the SFO.
— 14 —
APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
- Chan Man-yuen, Martin (Age: 68)
Executive Director
Mr. Chan has been an Executive Director of the Company since 31 October 2019. He has been the Chief Operating Officer of the Company since 1 April 2015 and is also a director of certain subsidiaries of the Company. Mr. Chan obtained his Higher Diploma in Electronic Engineering from The Hong Kong Polytechnic University, and his Master of Arts (major in Information Technology Management) from Macquarie University, Australia.
Mr. Chan graduated from an engineering discipline and developed into a highly competitive and seasoned business executive with over 40 years' experience in the information and communications technology industry.
Mr. Chan joined the Company in 2012 and has been a key member in developing the Group into a leader of data centre service providers in Hong Kong, with top-notched facilities and best practice operation, meeting the demand of global internet companies.
Before joining the Group, Mr. Chan was the senior vice president of PCCW Limited and had served in the information technology division for 23 years, during which he had held various senior management positions in application development, operation management, outsourcing as well as data centre business.
Prior to this, Mr. Chan had worked in Paxus Financial Systems in Australia, where he served in the research and development division and was also the business development manager of Asia.
Mr. Chan was a Project Management Professional of Project Management Institute, USA (2001) and Certified Professional of IT (Project Director) of The Hong Kong Institute for IT Professional Certification (2007). Mr. Chan received fellowship from Hong Kong Computer Society in 2004 and was also its vice president (2001 – 2005).
Mr. Chan is a member of Hong Kong Information Technology Joint Council.
For the financial year ended 30 June 2025, Mr. Chan is entitled to receive a director's fee of HK$45,000 and other emoluments (including basic salaries and allowances, bonuses and retirement benefit scheme contributions), mainly with reference to market pay level and his contributions, of approximately HK$7,154,000 for being an Executive Director and the Chief Operating Officer of the Company.
As at the Latest Practicable Date, Mr. Chan had personal interests in 12,000 Shares and share options to subscribe for 5,460,000 Shares within the meaning of Part XV of the SFO.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
4. Cheung Wing-yui (Age: 75)
Vice Chairman and Non-Executive Director
Mr. Cheung is a Vice Chairman of the Company and has been a Non-Executive Director of the Company since 29 January 2000. He is the Chairman of the Corporate Governance Committee of the Board and is a member of each of the Audit Committee, Remuneration Committee and Nomination Committee. Mr. Cheung received a Bachelor of Commerce degree in accountancy from The University of New South Wales, Australia and is a member of the CPA Australia. He has been a practising solicitor in Hong Kong since 1979 and is a consultant of the law firm Woo Kwan Lee & Lo. Mr. Cheung was also admitted as a solicitor in the United Kingdom and as an advocate and solicitor in Singapore.
Mr. Cheung is a deputy chairman and a non-executive director of SmarTone Telecommunications Holdings Limited. He is also a non-executive director of Tai Sang Land Development Limited and Transport International Holdings Limited. Mr. Cheung was a non-executive director of SRE Group Limited (November 1999 – December 2015) and Tianjin Development Holdings Limited (September 2004 – June 2023), an independent non-executive director of Ping An Insurance (Group) Company of China, Ltd. (May 2003 – June 2009), Hop Hing Group Holdings Limited (November 1989 – August 2017) and Agile Group Holdings Limited (October 2005 – February 2018). He is a non-executive director of Sun Hung Kai Properties Insurance Limited, which is a wholly-owned subsidiary of SHKP.
Mr. Cheung is currently a court member of Hong Kong Metropolitan University, and an honorary council member of The Hong Kong Institute of Directors Limited. He is also a director and an executive committee member of The Community Chest of Hong Kong. Mr. Cheung had held the positions of deputy chairman of the council, a co-deputy chairman and a member of Sponsorship & Development Fund Committee of Hong Kong Metropolitan University, the deputy chairman of The Hong Kong Institute of Directors Limited, a director of Po Leung Kuk, the vice chairman of the Mainland Legal Affairs Committee of The Law Society of Hong Kong, a member of the Board of Review (Inland Revenue Ordinance) and the fourth vice president & Admissions, Budgets and Allocations Committee chairman of The Community Chest of Hong Kong.
Mr. Cheung was awarded the Bronze Bauhinia Star (BBS) in 2013.
Mr. Cheung was awarded an honorary degree of Doctor of Business Administration from Hong Kong Metropolitan University in 2016.
For the financial year ended 30 June 2025, Mr. Cheung is entitled to receive a director’s fee of HK$270,000 for being the Vice Chairman of the Company and a member of each of the Audit Committee, Remuneration Committee, Nomination Committee and Corporate Governance Committee of the Board.
APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
As at the Latest Practicable Date, Mr. Cheung did not have, and was not deemed to have, any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.
- Siu Hon-wah, Thomas (Age: 72)
Non-Executive Director
Mr. Siu has been a Non-Executive Director of the Company since 7 May 2010. He holds an MPhil degree from University of Cambridge and a PhD degree in Information Systems. Mr. Siu is a Certified Public Accountant and is a member of the British Computer Society.
Mr. Siu is a non-executive director of SmarTone Telecommunications Holdings Limited. He was the managing director of Wilson group (until June 2018), which is a major transport infrastructure services provider in Hong Kong and is wholly-owned by SHKP, and is currently a senior consultant of Wilson group. Prior to joining Wilson group, Mr. Siu had more than 25 years of experience in telecommunications and IT sectors. His experience covers finance, business operations and development.
For the financial year ended 30 June 2025, Mr. Siu is entitled to receive a director’s fee of HK$45,000 for being a Director.
As at the Latest Practicable Date, Mr. Siu did not have, and was not deemed to have, any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.
- King Yeo-chi, Ambrose (Age: 90)
Independent Non-Executive Director
Professor King has been an Independent Non-Executive Director of the Company since 1 January 2007. He is also the Chairman of the Remuneration Committee and a member of each of the Audit Committee and Nomination Committee of the Board. Professor King received his BA from National Taiwan University (1957), MA from National Cheng Chi University (1959), and PhD from the University of Pittsburgh (1970).
Professor King is the Emeritus Professor of Sociology at The Chinese University of Hong Kong. He had been the head of New Asia College (1977 – 1985), Chair Professor of Sociology (1983 – 2004), Pro-Vice-Chancellor (1989 – 2002) and Vice-Chancellor (2002 – 2004) at The Chinese University of Hong Kong. In addition, Professor King had been the Visiting Fellow at the Centre of International Studies, MIT (1976) and Visiting Professor at University of Heidelberg (1985) and University of Wisconsin (1986). He was elected as Academician, Academia Sinica, Taipei (1994).
APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Professor King had held many advisory positions to the Hong Kong Government such as Independent Commission Against Corruption, The Law Reform Commission, Central Policy Unit and University Grants Committee – Research Grants Council. He is currently a member of the board of directors of Chiang Ching-kuo Foundation for International Scholarly Exchange (the "Foundation") and was a member of the supervisory board of the Foundation. Professor King was appointed the Non-Official Justice of Peace in 1994. He was awarded the Silver Bauhinia Star of Hong Kong and the Doctor of Literature, honoris causa of The Hong Kong University of Science and Technology in 1998 and the Doctor of Laws, honoris causa of The Chinese University of Hong Kong in 2005.
For the financial year ended 30 June 2025, Professor King is entitled to receive a director’s fee of HK$240,000 for being a Director and a member of each of the Audit Committee, Remuneration Committee and Nomination Committee of the Board.
As at the Latest Practicable Date, Professor King had personal interests in 1,000 Shares within the meaning of Part XV of the SFO.
Save as disclosed above, all the retiring Directors proposed to be re-elected (i) did not hold any other directorships in the last three years in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas; (ii) do not hold any other position in the Group; and (iii) do not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as respectively defined in the Listing Rules) of the Company.
Each of Mr. Fung Yuk-lun, Allen and Mr. Chan Man-yuen, Martin has entered into a service agreement with the Company for a period of three years commencing on 2 April 2018 and 31 October 2019 respectively, and shall continue thereafter until terminated by either party giving written notice to the other. There are no service agreements entered into between the Company and the Non-Executive Directors (including Independent Non-Executive Directors). Each of them received an appointment letter from the Company for their respective appointments. All the Directors are subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Memorandum and Articles of Association.
The Directors’ fees are fixed by the Board while their annual salaries, if any, are determined by the Board from time to time with reference to their contributions in terms of time, effort and their expertise and are reviewed on an annual basis, and the sum of discretionary bonus, if any, is determined by the Board at its absolute discretion having regard to the operating results of the Company, its subsidiaries and its associated companies from time to time and the performance of the respective Directors.
Save as disclosed above, there are no other matters concerning the retiring Directors proposed to be re-elected that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
sunEvision
SUNEVISION HOLDINGS LTD.
新意網集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1686)
NOTICE IS HEREBY GIVEN that an annual general meeting of SUNeVision Holdings Ltd. (the "Company") will be held at 4th Floor and 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong on Friday, 31 October 2025 at 12:00 noon for the following purposes:
-
To receive and consider the audited consolidated financial statements, the Directors' report and the independent auditor's report for the year ended 30 June 2025;
-
To declare a final dividend;
-
(i) (a) To re-elect Dr. Chan Chun-kwong, Jane as Director;
(b) To re-elect Mr. Fung Yuk-lun, Allen as Director;
(c) To re-elect Mr. Chan Man-yuen, Martin as Director;
(d) To re-elect Mr. Cheung Wing-yui as Director;
(e) To re-elect Mr. Siu Hon-wah, Thomas as Director; and
(f) To re-elect Professor King Yeo-chi, Ambrose as Director;
(ii) To authorise the board of Directors to fix the Directors' remuneration;
- To re-appoint Deloitte Touche Tohmatsu as auditor and to authorise the board of Directors to fix its remuneration;
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NOTICE OF ANNUAL GENERAL MEETING
To consider and, if thought fit, pass the following resolutions (with or without modifications) as ordinary resolutions:
ORDINARY RESOLUTIONS
5. “THAT:
(A) subject to paragraph (B) of this resolution, 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 and deal with additional shares in the capital of the Company (the “Shares”) (including any sale or transfer of Shares repurchased or otherwise acquired and held by the Company in treasury or held or deposited in the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited (“Treasury Shares”)) and to make or grant offers, agreements, options and rights to subscribe for, or to convert securities into, Shares (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares), which might require the exercise of such power during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved;
(B) the number of additional Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (A) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options under any share option scheme of the Company or similar arrangement for the time being and from time to time adopted by the Company in accordance with the applicable rules of The Stock Exchange of Hong Kong Limited for the grant or issue of Shares or rights to acquire Shares (including, without limitation, any share option scheme to be adopted by the Company at or after this annual general meeting); or (iii) any scrip dividends or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing warrants of the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed 20% of the total number of Shares in issue (excluding any Treasury Shares) at the date of passing this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of this resolution) and the authority pursuant to paragraph (A) of this resolution shall be limited accordingly; and
(C) for the purpose of this resolution:
“Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
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NOTICE OF ANNUAL GENERAL MEETING
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company, or any other applicable laws of the Cayman Islands, to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this resolution.
"Rights Issue" means an offer of Shares, or offer or issue of options, warrants or other securities giving the rights to subscribe for Shares, open for a period fixed by the Directors of the Company to holders of Shares, or any class of Shares (and where appropriate, to holders of other securities of the Company entitled to the offer), whose name appears on the register on a fixed record date in proportion to their holdings of Shares (or, where appropriate, such other securities) as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).
- "THAT:
(A) subject to paragraph (B) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital of the Company (the "Shares") on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the Shares may be listed and recognised by The Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited for this purpose, subject to and in accordance with the rules and regulations of The Securities and Futures Commission of Hong Kong, The Stock Exchange of Hong Kong Limited or of any other stock exchange (as applicable) as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(B) the maximum number of Shares which the Company is authorised to repurchase pursuant to the approval in paragraph (A) of this resolution during the Relevant Period shall not exceed 10% of the total number of Shares in issue (excluding Shares repurchased or otherwise acquired and held by the Company in treasury or held or deposited in the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited) at the date of passing this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of this resolution), and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(C) for the purpose of this resolution,
“Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company, or any other applicable laws of the Cayman Islands, to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this resolution.”
- “THAT subject to the passing of Ordinary Resolutions nos. 5 and 6 set out in the notice convening this meeting, the general unconditional mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with Shares (including any sale or transfer of Treasury Shares) referred to in Ordinary Resolution no. 5 set out in the notice convening this meeting be and is hereby extended by the addition thereto of such number of Shares repurchased by the Company under the authority granted pursuant to Ordinary Resolution no. 6 set out in the notice convening this meeting, provided that such number of Shares shall not exceed 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing Ordinary Resolution no. 6 (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of this resolution).”
By Order of the Board
SUNEVISION HOLDINGS LTD.
Bonnie Lau
Company Secretary
Hong Kong, 24 September 2025
Registered Office:
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Head Office and Principal Place of Business:
Unit 3110, 31/F, Standard Chartered Tower
Millennium City 1, 388 Kwun Tong Road
Kwun Tong, Kowloon
Hong Kong
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
- (a) In order to determine entitlements of the shareholders of the Company (the "Shareholders") to attend and vote at the annual general meeting of the Company to be held on Friday, 31 October 2025 (the "AGM"), the register of members of the Company (the "Register of Members") will be closed from Monday, 27 October 2025 to Friday, 31 October 2025, both dates inclusive, during which no transfer of shares of the Company (the "Shares") will be effected.
(i) In the case of the Shares, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 24 October 2025; and
(ii) In the case of convertible notes of the Company, in order to be entitled to attend and vote at the AGM, the notice of conversion accompanied by the relevant note certificate and payment of the necessary amount should have been surrendered to and deposited with the Company's registrar in respect of the convertible notes, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for conversion into Shares not later than 4:30 p.m. on Wednesday, 10 September 2025.
(b) In addition, the Register of Members will be closed on Thursday, 6 November 2025. On the assumption that the resolution for declaring the final dividend is duly passed at the AGM:
(i) in the case of the Shares, in order to determine entitlement to the final dividend, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 5 November 2025. Shares will be traded ex-dividend as from Tuesday, 4 November 2025; and
(ii) in the case of convertible notes of the Company, in order to determine entitlement to receive the relevant payments under the convertible notes, the noteholders shall remain to be registered on the register of noteholders of the Company on Thursday, 6 November 2025.
-
A Shareholder entitled to attend and vote at the AGM is entitled to appoint a person or persons (who must be individual) as his or her proxy or proxies to attend and, on a poll, vote instead of him or her. A proxy need not be a Shareholder.
-
To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 12:00 noon on Wednesday, 29 October 2025 or not less than 48 hours before the time for holding any adjourned AGM (as the case may be) and in default thereof, the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.
-
Delivery of an instrument appointing a proxy will not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof; in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
With reference to Ordinary Resolution no. 3 above, Dr. Chan Chun-kwong, Jane, Mr. Fung Yuk-lun, Allen, Mr. Chan Man-yuen, Martin, Mr. Cheung Wing-yui, Mr. Siu Hon-wah, Thomas and Professor King Yeo-chi, Ambrose will retire from office and, being eligible, have offered themselves for re-election at the AGM.
The requisite details of the above retiring Directors seeking re-election at the AGM are set out in Appendix II to the circular of the Company dated 24 September 2025 (the "Circular").
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NOTICE OF ANNUAL GENERAL MEETING
-
With reference to Ordinary Resolution no. 5 above, any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and applicable laws and regulations.
-
With reference to Ordinary Resolution no. 6 above, an explanatory statement containing the information regarding the granting of an authority for the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix I to the Circular.
-
If a black rainstorm warning signal is in force or a tropical cyclone warning signal no. 8 or above is hoisted, or “extreme conditions” announced by the Hong Kong Government is in force at any time between 9:00 a.m. and 12:00 noon on the day of the AGM, the AGM will be adjourned. The Company will publish an announcement on its website at www.sunevision.com and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk to notify Shareholders of the date, time and venue of the adjourned meeting.
Shareholders should decide on their own whether they would attend the AGM under bad weather conditions having regard to their own situations and, if they choose to do so, they are advised to exercise care and caution.
This notice is made in English and Chinese. In case of any inconsistency, the English version shall prevail.
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