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SY Holdings Group Limited Proxy Solicitation & Information Statement 2025
50959_rns_2025-04-23_7a70e656-3347-44c0-9083-c475e6c1ea2e.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 licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in SY Holdings Group Limited, you should at once hand this circular and the accompanying proxy form to the purchaser(s) or transferee(s), or to the bank or licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected, for transmission to the purchaser(s) or transferee(s).
The Stock Exchange of Hong Kong Limited and Hong Kong Exchanges and Clearing 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.
SY HOLDINGS GROUP LIMITED
盛業控股集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6069)
PROPOSALS FOR
(1) DECLARATION OF FINAL DIVIDEND,
(2) ADOPTION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS OF DIRECTORS AND AUDITORS,
(3) RE-ELECTION OF RETIRING DIRECTORS,
(4) RE-APPOINTMENT OF AUDITORS,
(5) GRANTING OF GENERAL, REPURCHASE AND EXTENSION MANDATES, AND
NOTICE OF 2025 ANNUAL GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.
A letter from the Board is set out on pages 4 to 12 of this circular. A notice convening the 2025 ANNUAL GENERAL MEETING of the Company to be held on Friday, 16 May 2025 at 2:00 p.m. ("2025 AGM") at 18/F, Tower 2, Kerry Plaza, 1-1 Zhong Xin No. 4 Road, Futian, Shenzhen, PRC at which or any adjournment thereof to approve the matters referred to in this circular is set out on pages 22 to 26 of this circular. A proxy form for use at the 2025 AGM is enclosed with this circular. Such proxy form is also published on the websites of the Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.syholdings.com.
Whether or not you are able to attend the 2025 AGM in person, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to Tricor Investor Services Limited, the Company's branch share registrar and transfer office in Hong Kong at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding the 2025 AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the 2025 AGM or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.
23 April 2025
CONTENTS
Pages
Definitions 1
Letter from the Board 4
- Introduction 5
- Declaration of Final Dividend. 5
- Adoption of the Audited Consolidated Financial Statements and the Reports of the Directors and the Auditors for the Year Ended 31 December 2024. 5
- Re-election of Retiring Directors 5
- Re-appointment of Auditors 9
- Granting of General, Repurchase and Extension Mandates 9
- 2025 ANNUAL GENERAL MEETING 10
- Recommendation 11
- Closure of Register of Members 12
- Responsibility of Directors 12
- General Information 12
- Language 12
Appendix I – Details of Retiring Directors 13
Appendix II – Explanatory Statement 17
Appendix III – Notice of 2025 ANNUAL GENERAL MEETING 22
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“2024 Annual Report” the annual report of the Company for the financial year ended 31 December 2024 despatched to the Shareholders on Wednesday, 23 April 2025;
“2025 AGM” the 2025 ANNUAL GENERAL MEETING of the Company convened to be held on Friday, 16 May 2025 at 2:00 p.m. at 18/F, Tower 2, Kerry Plaza, 1-1 Zhong Xin No. 4 Road, Futian, Shenzhen, PRC at which or any adjournment thereof, notice of which is set out on pages 22 to 26 of this circular;
“2025 AGM Notice” the notice convening the 2025 AGM as set out on pages 22 to 26 of this circular;
“Articles of Association” the Third Amended and Restated Articles of Association of the Company;
“associate(s)” has the meaning ascribed to it under the Listing Rules;
“Audit Committee” the Audit Committee of the Board;
“Auditors” the Auditors of the Company;
“Board” the Board of Directors;
“Business Day” any day on which the Stock Exchange is open for the business of dealing in securities listed thereon;
“close associate(s)” has the meaning ascribed to it under the Listing Rules;
“Company” SY Holdings Group Limited 盛業控股集團有限公司, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange (stock code: 6069);
“Consultation Conclusions” Consultation Conclusions on the Proposed Amendments to Listing Rules relating to Treasury Shares published by the Stock Exchange on 12 April 2024;
“Controlling Shareholder(s)” has the meaning ascribed to it under the Listing Rules;
“core connected person(s)” has the meaning ascribed to it under the Listing Rules;
“Directors” the Directors of the Company;
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DEFINITIONS
"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate;
"General Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with additional Shares and/or to resell treasury shares of the Company (if permitted under the Listing Rules) with the number of Shares not exceeding 20% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the relevant resolution at the 2025 AGM;
"Group"
the Company and its subsidiaries;
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC;
"Latest Practicable Date"
Tuesday, 15 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
"Listing Date"
Thursday, 6 July 2017, being the date on which dealing in the Shares first commenced on the GEM of the Stock Exchange;
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time;
"Memorandum of Association"
the Third Amended and Restated Memorandum of Association of the Company;
"Nomination Committee"
the Nomination Committee of the Board;
"PRC"
the People's Republic of China;
"Remuneration Committee"
the Remuneration Committee of the Board;
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase the Shares of the number of Shares not exceeding 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the relevant resolution at the 2025 AGM;
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DEFINITIONS
"Retiring Directors" the Directors retiring at the 2025 AGM and, being eligible, who offer themselves for re-election at the 2025 AGM, in accordance with the Articles of Association;
"SFO" the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time;
"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the Company, or, if there has been a sub-division, consolidation, re-classification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company of such other nominal amount as shall result from any such sub-division, consolidation, re-classification or re-construction;
"Shareholder(s)" registered holder(s) of Share(s);
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"substantial shareholder(s)" has the same meaning ascribed to it under the Listing Rules;
"Takeovers Code" the Code on Takeovers and Mergers;
"treasury shares" has the meaning ascribed to it under the Listing Rules and as amended from time to time;
"%" per cent.
The translation into Chinese language of this circular is for reference only. In case of any inconsistency, the English version shall prevail.
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LETTER FROM THE BOARD
SY HOLDINGS GROUP LIMITED
盛業控股集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6069)
Board of Directors:
Executive Directors:
Mr. Tung Chi Fung (Chairman)
Ms. Wang Ying (appointed on 29 November 2024)
Mr. Chen Jen-Tse (resigned on 15 October 2024)
Non-executive Director:
Mr. Lo Wai Hung
Independent Non-executive Directors:
Mr. Fong Heng Boo
Mr. Tang King San Terence
Ms. Chan Yuk Ying Phyllis
Mr. Sun Wei Yung Kevin (appointed on 15 October 2024)
Mr. Loo Yau Soon (resigned on 29 November 2024)
Company Secretary:
Mr. Wang Zheng
Registered Office:
Windward 3, Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Headquarters and principal place of business in the Mainland China:
10/F and 18/F
Kerry Plaza Tower 2
1-1 Zhong Xin No. 4 Road
Futian, Shenzhen 518048
PRC
Principal Place of Business in Hong Kong:
Room 4202, 42/F
Tower 1, Lippo Centre
89 Queensway, Admiralty
Hong Kong SAR
23 April 2025
To the Shareholders
PROPOSALS FOR
(1) DECLARATION OF FINAL DIVIDEND,
(2) ADOPTION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS OF DIRECTORS AND AUDITORS,
(3) RE-ELECTION OF RETIRING DIRECTORS,
(4) RE-APPOINTMENT OF AUDITORS,
(5) GRANTING OF GENERAL, REPURCHASE AND EXTENSION MANDATES, AND
NOTICE OF 2025 ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to give Shareholders notice of the forthcoming 2025 AGM to be held on Friday, 16 May 2025 at 2:00 p.m. at 18/F, Tower 2, Kerry Plaza, 1-1 Zhong Xin No. 4 Road, Futian, Shenzhen, PRC at which or any adjournment thereof. The circular also provides information regarding resolutions to be proposed at the 2025 AGM, in particular, the proposed resolutions to approve (i) declaration of a final dividend; (ii) the adoption of the audited consolidated financial statements and the reports of the Directors and the Auditors for the year ended 31 December 2024; (iii) the re-election of the Retiring Directors; (iv) the proposed re-appointment of the Auditors; (v) the grant to the Board general mandates to issue and repurchase Shares.
2. DECLARATION OF FINAL DIVIDEND
Reference is made to the annual results announcement for the year ended 31 December 2024 of the Company dated 17 March 2025. The Board has recommended a final cash dividend for the year ended 31 December 2024 of RMB$34.7 cents per ordinary Share, payable on Friday, 20 June 2025 to those Shareholders whose names appear on the Company's register of members on Thursday, 22 May 2025, which is subject to the approval of the Shareholders at the 2025 AGM and in compliance with the Articles of Association and any other applicable laws of the Cayman Islands. An ordinary resolution will be proposed at the 2025 AGM to approve the declaration of the final dividend.
3. ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2024
The audited consolidated financial statements of the Company for the year ended 31 December 2024 together with the reports of the Directors and the Auditors, are set out in the 2024 Annual Report which has been despatched to the Shareholders on Wednesday, 23 April 2025. The 2024 Annual Report may be viewed and downloaded from the Company's website (www.syholdings.com) and the website of the Stock Exchange (www.hkexnews.hk). The audited consolidated financial statements have been reviewed by the Audit Committee.
4. RE-ELECTION OF RETIRING DIRECTORS
The Board currently consists of two Executive Directors, namely, Mr. Tung Chi Fung (Chairman) and Ms. Wang Ying, one Non-executive Director, namely, Mr. Lo Wai Hung, and four Independent Non-executive Directors, namely, Mr. Tang King San Terence, Mr. Fong Heng Boo, and Mr. Sun Wei Yung Kevin and Ms. Chan Yuk Ying Phyllis.
LETTER FROM THE BOARD
Article 112 of the Articles of Association of the Company provides that the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director but the number of Directors so appointed shall not exceed the maximum number determined from time to time by the Shareholders in general meeting or these Articles. Any Director appointed by the Board to fill a casual vacancy or as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election. Any Director appointed under this Article shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at an annual general meeting. Accordingly, Mr. Sun Wei Yung Kevin and Ms. Wang Ying who have been appointed as Directors on 15 October 2024 and 29 November 2024 respectively, shall retire at the 2025 AGM and being eligible, offer themselves for re-election.
Pursuant to article 108 (a) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or if their number 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 (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. Tang King San Terence and Ms. Chan Yuk Ying Phyllis shall retire at the 2025 AGM and being eligible, offer themselves for re-election.
The re-election of Directors has been reviewed by the Nomination Committee of the Company which recommended to the Board that the re-election be proposed for Shareholders' approval at the 2025 AGM. The nominations were made in accordance with the Nomination Policy of the Company and the objective criteria for the nominations include but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service, with due regard for the benefits of diversity as set out under the Board Diversity Policy of the Company.
In recommending Ms. Wang Ying ("Ms. Wang") to stand for re-election as an Executive Director and Mr. Tang King San Terence ("Mr. Tang"), Mr. Sun Wei Yung Kevin ("Mr. Sun") and Ms. Chan Yuk Ying Phyllis ("Ms. Chan") to stand for re-election as Independent Non-executive Directors, the Nomination Committee has considered the following backgrounds and attributes of the nominees concerned:
(a) Ms. Wang has over 10 years of experience in financial management. Prior to joining the Group, Ms. Wang served as a financial executive in Ningbo Shanshan Co., Ltd. ("Ningbo Shanshan", stock code: 600884, a company listed on the Shanghai Stock Exchange) from March 2011 to December 2012, where she was responsible for preparing financial reports. From May 2018 to May 2021, Ms. Wang was the head of finance department, board secretary, joint company secretary and executive director at FY Financial (Shenzhen) Co., Ltd. (stock code: 8452, a company listed on GEM of the Stock Exchange, which is a subsidiary of Ningbo Shanshan).
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LETTER FROM THE BOARD
(b) Mr. Tang is a member of the Hong Kong Institute of Certified Public Accountants and CPA Australia. He is also a certified information system auditor (CISA), certified information security manager (CISM) and certified internal auditor (CIA). He also served as a director of the Information Systems Audit and Control Association, China Hong Kong Chapter from 2008 to 2018. Mr. Tang has over 20 years of experience in financial audit, data governance, operations improvement, and information system implementations. Prior to joining the Group, since July 1998, he worked as an accountant at Deloitte Touche Tohmatsu ("Deloitte") and had advanced to the position of senior manager in June 2004. He left Deloitte briefly and re-joined Deloitte in May 2006 where he was thereafter admitted to partnership in June 2008 and retired as partner in October 2018. He has led and served numerous advisory and attest projects for global conglomerates in financial services, technology and consumer business sectors in the PRC.
(c) Mr. Sun is a great-great-grandnephew of Dr. Sun Yat-sen, is a member of the fifth generation of Dr. Sun's family. Mr. Sun received his Bachelor of Science Degree from the Cornell University School of Hotel Administration in 1994 and has over 30 years of experience in the travel and hospitality industry. From 1995 to 1999, Mr. Sun worked on hotel project development in the Hong Kong Special Administrative Region and China's mainland. From 1999 to 2008, Mr. Sun served as Assistant Vice President of Customer Service, Director of Project Development and Vice President of Consulting Services in the business units of Associated International Hotels Limited (Stock Code: 0105.HK), CK Asset Holdings Limited (Stock Code: 1113.HK), and The Wharf (Holdings) Limited (Stock Code: 0004.HK), which are companies listed on the Main Board of the Stock Exchange. During 2009 to 2021, Mr. Sun established Prolink Hotel Development Limited and Hong Kong Prolink Development Limited, which is principally engaged in tourism and hotel projects, asset management, financial analysis, research and evaluation.
Mr. Sun has been active in public service for many years. Currently Mr. Sun is serving as the Hong Kong Deputy to the 14th National People's Congress of the People's Republic of China, the Executive Vice President of the Hong Kong Association for Promotion of Peaceful Reunification of China, the Trustee of the China Overseas Friendship Association, the Vice President of the Hong Kong China Friendship Association, the Councillor of the China Soong Ching Ling Foundation, the Vice President of Hong Kong Rosamond Foundation, the Honorary President of Federation of Hong Kong Zhongshan Community Organisations and the Honorary President of Hong Kong Ningxia Society Association.
LETTER FROM THE BOARD
(d) Ms Chan obtained a Degree of Bachelor of Economics with Honors from the La Trobe University in Australia in 1985. Ms. Chan is a member of the Chartered Accountants Australian and New Zealand. Ms. Chan has over 35 years of experience in financial audit, regulatory bodies, financial advisory, business development and investor relations. Ms. Chan worked as an auditor between March 1986 to January 1991 in Hong Kong and Australia. She worked as an analyst in the Corporate Regulation Division of the Australian Securities Commission between January 1991 to March 1992 responsible for examination of accounts for compliance with disclosure requirements and approving accounting standards under the Corporations Law and served on some multi-discipline investigative teams. She worked in the Listing Division of The Stock Exchange of Hong Kong Limited between April 1992 to May 1996. After working five years in regulatory bodies, she worked for 10 years in corporate finance in investment banks between May 1996 to April 2006 responsible for financial advisory and initial public offerings. In Shandong Weigao Group Medical Polymer Company Limited, a company listed on the Main Board of the Stock Exchange (stock code: 1066.HK), she was responsible for business development and investor relations from May 2006 to February 2022.
The Nomination Committee considered that in view of their diverse background and knowledge and experience in technology industry, auditing, finance, management, business development and corporate governance and as set out in Appendix I to this circular, the appointments of Ms. Wang Ying to stand for re-election as an Executive Director, and Mr. Tang King San Terence, Mr. Sun Wei Yung Kevin and Ms. Chan Yuk Ying Phyllis as Independent Non-executive Directors will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity of the Board appropriate to the requirements of the Company's business.
The Nomination Committee has also assessed the independence of all the Independent Non-executive Directors. All the Independent Non-executive Directors satisfy the Independence Guidelines set out in Rule 3.13 of the Listing Rules and have provided to the Company an annual written confirmation of their independence.
Details of the Retiring Directors that are required to be disclosed under the Listing Rules are set out in Appendix I to this circular.
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LETTER FROM THE BOARD
5. RE-APPOINTMENT OF AUDITORS
The Board (which agreed with the view of the Audit Committee) recommended that, subject to the approval of the Shareholders at the 2025 AGM, Deloitte Touche Tohmatsu be re-appointed as the Auditors for 2025.
6. GRANTING OF GENERAL, REPURCHASE AND EXTENSION MANDATES
Pursuant to the ordinary resolutions passed at the 2024 annual general meeting of the Company held on 29 April 2024, the Directors were granted general mandates to issue new Shares and to buy back existing Shares. Unless otherwise renewed, such general mandates will lapse at the conclusion of the 2025 AGM.
Pursuant to the Consultation Conclusions published by the Stock Exchange on 12 April 2024, the amendments to the Listing Rules relating to treasury shares have come into effect on 11 June 2024. The Consultation Conclusion provide for, among other things, (i) the removal of the requirement on issuers to cancel repurchased shares, such that issuers may hold the repurchased shares in treasury subject to the laws of their places of incorporation and their constitutional documents; (ii) the resale of treasury shares by an issuer to follow the Listing Rules that currently apply to an issue of new shares; and (iii) the exclusion of treasury shares from an issuer's issued or voting shares under various parts of the Listing Rules.
Taking into consideration of the foregoing, at the 2025 AGM, separate ordinary resolutions will be proposed to grant to the Directors (i) a General Mandate to issue, allot and dispose of such number of additional Shares and/or to resell treasury shares of the Company (if permitted under the Listing Rules) not exceeding 20% of the total number of Shares in issue (excluding treasury shares) at the date of the passing of the relevant 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 such resolution); and (ii) a Repurchase Mandate to repurchase Shares not exceeding 10% of total number of Shares in issue (excluding treasury shares) at the date of the passing of the relevant 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 such resolution).
As at the Latest Practicable Date, the Company have repurchased 1,638,500 Shares on the Stock Exchange for an aggregated consideration of approximately HKD7.1 million before expenses. The repurchased shares were subsequently cancelled except that a total of 521,000 ordinary shares (repurchased in 2024 and have not been cancelled) are held by the Company as treasury shares. Upon completion of the cancellation of the Repurchased Shares and assuming there being no other changes to the issued share capital of the Company, the Company will have a total of 989,436,000 Shares in issue (excluding treasury shares). Subject to the passing of the proposed resolution granting the General Mandate to the Directors and on the basis that all Repurchased Shares will be cancelled prior to the 2025 AGM, no Shares will be issued or repurchased by the Company and the Company does not have any treasury shares prior to the 2025 AGM, the Company will be allowed under the General Mandate to issue additional Shares and/or to resell treasury shares of the Company (if permitted under the Listing Rules) involving a maximum of 197,887,200 Shares. Subject to the passing of the proposed resolutions for the approval of the General Mandate and the Repurchase Mandate and in accordance with the terms therein, the Company will be allowed and to repurchase a maximum of 98,943,600 Shares, on the basis that no further Shares will be issued or repurchased by the Company and the Company does not have any treasury shares prior to the date of the 2025 AGM.
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LETTER FROM THE BOARD
In addition, subject to the passing of the resolutions to grant the General Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2025 AGM to authorise the Directors to extend the General Mandate to allot and issue additional Shares and/or to resell treasury shares of the Company (if permitted under the Listing Rules) by an amount of Shares representing the number of Shares purchased or repurchased by the Company pursuant to the authority granted to the Directors under the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares (excluding treasury shares) as at the date of passing the resolution for approving the Repurchase Mandate.
With reference to these resolutions, the Board wishes to state that it has no immediate plans to issue any new Shares pursuant to such mandate.
The General Mandate and the Repurchase Mandate will expire at 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 to be held by the Articles of Association or any other applicable laws of the Cayman Islands; or (iii) the passing of an ordinary resolution of the Shareholders in general meeting revoking, varying or renewing such mandate.
An explanatory statement, as required under Rule 10.06(1) (b) of the Listing Rules to regulate the repurchase by companies with primary listings on the Stock Exchanges of their own securities on the Stock Exchanges, to provide requisite information to the Shareholders for considering the proposal to authorise the Board to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the total number of Shares in issue (excluding treasury shares) at the date of the passing of this ordinary 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 such resolution) is set out in Appendix II to this circular.
- 2025 ANNUAL GENERAL MEETING
A notice convening the 2025 AGM to be held on Friday, 16 May 2025 at 2:00 p.m. at 18/F, Tower 2, Kerry Plaza, 1-1 Zhong Xin No. 4 Road, Futian, Shenzhen, PRC at which or any adjournment thereof is set out in Appendix IV to this circular.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll, except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolutions to be considered and, if thought fit, approved at the 2025 AGM will be voted by way of a poll by the Shareholders. For the avoidance of doubt, holders of treasury shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Company's general meetings. An announcement on the poll results of the 2025 AGM will be made by the Company after the 2025 AGM, in the manner prescribed under Rule 13.39(5) of the Listing Rules.
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LETTER FROM THE BOARD
A proxy form for use at the 2025 AGM is enclosed with this circular. Whether the Shareholders are able to attend the 2025 AGM in person or not, they should complete, sign and return the proxy form in accordance with the instructions printed thereon to Tricor Investor Services Limited, the Hong Kong branch share registrar and transfer office of the Company at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 2025 AGM or any adjournment thereof. Completion and return of the proxy form will not preclude the Shareholders from attending and voting at the 2025 AGM or any adjournment thereof should the Shareholders so wish.
To the best of the Directors' knowledge and belief, having made all reasonable enquiries, no Shareholder has a material interest in the resolutions set out in the notice of 2025 AGM on pages 22 to 26 of this circular and no Shareholder will be required to abstain from voting on any resolutions to be approved at the 2025 AGM.
An announcement will be made by the Company following the conclusion of the 2025 AGM to inform Shareholders of the results of the 2025 AGM.
8. RECOMMENDATION
At the 2025 AGM, ordinary resolutions will be proposed to approve, (i) declaration of final dividend; (ii) the adoption of the audited consolidated financial statements and the reports of the Directors and the Auditors for the year ended 31 December 2024; (iii) the re-election of Retiring Directors; (iv) the re-appointment of Auditors; and (v) the granting of the General, Repurchase and Extension Mandates.
The Board believe that the ordinary resolutions as set out in the 2025 AGM Notice are all in the best interests of the Company and Shareholders as a whole. The Directors believe that an exercise of the General Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company. Shares repurchased under the Repurchase Mandate for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and shares repurchased and held by the Company as treasury shares may be resold on the market to raise funds for the Company or transferred or used for other purposes subject to compliance with the applicable laws and regulations and the constitutional documents of the Company. Shares repurchased will only be made when the Directors believe that such repurchase of Shares will benefit the Company and the Shareholders. An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and/or gearing position of the Company. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital requirements or the gearing levels of the Company. The Board of Directors also believes that the re-election of these Retiring Directors is in the interests of the company and its shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2025 AGM.
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LETTER FROM THE BOARD
9. CLOSURE OF REGISTER OF MEMBERS
To ascertain Shareholders’ eligibility to attend and vote at the 2025 AGM, the register of members of the Company for the 2025 AGM will be closed from Tuesday, 13 May 2025 to Friday, 16 May 2025, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for attending and voting at the 2025 AGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 12 May 2025.
To ascertain Shareholders’ entitlement to the proposed final dividend, the register of members of the Company will be closed on Thursday, 22 May 2025, during which no transfer of Shares will be registered. In order to qualify for the proposed final dividend, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, 21 May 2025.
10. RESPONSIBILITY OF DIRECTORS
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
11. GENERAL INFORMATION
Your attention is also drawn to the additional information set out in the appendices to this circular.
12. LANGUAGE
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
By order of the Board
SY Holdings Group Limited
Tung Chi Fung
Chairman
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APPENDIX I
DETAILS OF RETIRING DIRECTORS
As required by the Listing Rules, the particulars of the Retiring Directors proposed to be re-elected at the 2025 AGM are set out in this Appendix I.
EXECUTIVE DIRECTOR
Ms. Wang Ying, aged 37, was appointed as an Executive Director on 29 November 2024 and has been appointed as the CFO of the Group since October 2024, responsible for the Group's overall financial management, capital and liquidity management. She was appointed as the Chairman of the Sustainability Committee with effect from 29 November 2024. Ms. Wang is one of the members of the Risk Management Committee of the Group.
Ms. Wang obtained her Bachelor's Degree in Management from the China University of Geosciences in 2011.
Ms. Wang has over 10 years of experience in financial management. Prior to joining the Group, Ms. Wang served as a financial executive in Ningbo Shanshan Co., Ltd. ("Ningbo Shanshan", stock code: 600884, a company listed on the Shanghai Stock Exchange) from March 2011 to December 2012, where she was responsible for preparing financial reports. From May 2018 to May 2021, Ms. Wang was the head of finance department, board secretary, joint company secretary and executive director at FY Financial (Shenzhen) Co., Ltd. (stock code: 8452, a company listed on GEM of the Stock Exchange, which is a subsidiary of Ningbo Shanshan).
As at the Latest Practicable Date, Ms. Wang is interested in 499,336 share options of the Company (representing approximately 0.05%).
Ms. Wang has entered into a service contract with the Company for a term of three years commencing from 29 November 2024, renewable as may be agreed, and she shall retire by rotation and be eligible for re-election in accordance with the Articles of Association. Under the aforesaid service agreement, Ms. Wang will be entitled to a Director's fee of HK$120,000 per annum.
Pursuant to an employment contract dated 1 October 2024, as Chief Financial Officer of the Company, Ms. Wang's annual emolument is HK$2,080,000, which comprises a basic annual salary, a discretionary bonus and other benefits as may be determined by the Board in recognition of her contribution to the Company. The remuneration payable to Ms. Wang as Executive Director and Chief Financial Officer of the Company have been determined by the Board with reference to the prevailing market conditions, her job complexity, workload, duties and responsibilities and the Company's remuneration policy. Such remuneration has been recommended by the remuneration committee of the Company (the "Remuneration Committee") and approved by the Board and will be reviewed by the Remuneration Committee and the Board on an annual basis.
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APPENDIX I
DETAILS OF RETIRING DIRECTORS
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Tang King San Terence, aged 52, was appointed as an Independent Non-executive Director on 10 December 2021. He is the chairman of the Audit Committee and a member of the Nomination Committee. He obtained an Honor Bachelor’s Degree in Mathematics with a double major in Actuarial Science and Statistics from the University of Waterloo, Canada in 1996 and a Master of Accounting from the Curtin University of Technology, Australia in April 2000. Mr. Tang is a member of the Hong Kong institute of Certified Public Accountants and CPA Australia. He is also a certified information system auditor (CISA), certified information security manager (CISM) and certified internal auditor (CIA). He also served as a director of the Information Systems Audit and Control Association, China Hong Kong Chapter from 2008 to 2018.
Mr. Tang has over 20 years of experience in financial audit, data governance, operations improvement, and information system implementations. Prior to joining the Group, since July 1998, he worked as an accountant at Deloitte Touche Tohmatsu (“Deloitte”) and had advanced to the position of senior manager in June 2004. He left Deloitte briefly and re-joined Deloitte in May 2006 where he was thereafter admitted to partnership in June 2008 and retired as partner in October 2018. He has led and served numerous advisory and attest projects for global conglomerates in financial services, technology and consumer business sectors in the PRC.
Mr. Tang has entered into a letter of appointment with the Company for an initial term of three years commencing from 10 December 2021 renewable subject to retirement by rotation and eligible for re-election pursuant to the Articles of Association. The appointment letter was lately renewed for an initial fixed term of three years commencing from 10 December 2024. Mr. Tang is entitled to receive Director’s fees of HK$180,000 per annum which has been approved by the Board and is determined by arm’s length negotiation between Mr. Tang and the Company with reference to his duties and responsibilities within the Company.
Mr. Sun Wei Yung Kevin, aged 53, a great-great-grandnephew of Dr. Sun Yat-sen, is a member of the fifth generation of Dr. Sun’s family. Mr. Sun was appointed as an Independent Non-executive Director of the Company on 15 October 2024. He is a member of both the Remuneration Committee and the Sustainability Committee of the Company. Mr. Sun received his Bachelor of Science Degree from the Cornell University School of Hotel Administration in 1994 and has over 30 years of experience in the travel and hospitality industry. From 1995 to 1999, Mr. Sun worked on hotel project development in the Hong Kong Special Administrative Region and China’s mainland. From 1999 to 2008, Mr. Sun served as Assistant Vice President of Customer Service, Director of Project Development and Vice President of Consulting Services in the business units of Associated International Hotels Limited (Stock Code: 0105.HK), CK Asset Holdings Limited (Stock Code: 1113.HK), and The Wharf (Holdings) Limited (Stock Code: 0004.HK), which are companies listed on the Main Board of the Stock Exchange. During 2009 to 2021, Mr. Sun established Prolink Hotel Development Limited and Hong Kong Prolink Development Limited, which is principally engaged in tourism and hotel projects, asset management, financial analysis, research and evaluation.
APPENDIX I
DETAILS OF RETIRING DIRECTORS
Mr. Sun has been active in public service for many years. Currently Mr. Sun is serving as the Hong Kong Deputy to the 14th National People's Congress of the People's Republic of China, the Executive Vice President of the Hong Kong Association for Promotion of Peaceful Reunification of China, the Trustee of the China Overseas Friendship Association, the Vice President of the Hong Kong China Friendship Association, the Councillor of the China Soong Ching Ling Foundation, the Vice President of Hong Kong Rosamond Foundation, the Honorary President of Federation of Hong Kong Zhongshan Community Organisations and the Honorary President of Hong Kong Ningxia Society Association.
Pursuant to the letter of appointment entered into between the Company and Mr. Sun, Mr. Sun has been appointed as an Independent Non-executive Director of the Company for a term of three years commencing on 15 October 2024. Mr. Sun will be entitled to receive Director's fees of HK$300,000 per annum. This appointment was approved by the Board and was determined after fair negotiation between Mr. Sun and the Company with reference to his duties and responsibilities within the Company.
Ms. Chan Yuk Ying Phyllis, aged 64, was appointed as an Independent Non-executive Director of the Company in July 2022. She is the chairman of the Remuneration Committee and a member of the Nomination Committee of the Company.
Ms Chan obtained a Degree of Bachelor of Economics with Honors from the La Trobe University in Australia in 1985. Ms. Chan is a member of the Chartered Accountants Australian and New Zealand. Ms. Chan has over 35 years of experience in financial audit, regulatory bodies, financial advisory, business development and investor relations.
Ms. Chan worked as an auditor between March 1986 to January 1991 in Hong Kong and Australia. She worked as an analyst in the Corporate Regulation Division of the Australian Securities Commission between January 1991 to March 1992 responsible for examination of accounts for compliance with disclosure requirements and approving accounting standards under the Corporations Law and served on some multi-discipline investigative teams. She worked in the Listing Division of The Stock Exchange of Hong Kong Limited between April 1992 to May 1996. After working five years in regulatory bodies, she worked for 10 years in corporate finance in investment banks between May 1996 to April 2006 responsible for financial advisory and initial public offerings. In Shandong Weigao Group Medical Polymer Company Limited, a company listed on the Main Board of the Stock Exchange (stock code: 1066.HK), she was responsible for business development and investor relations from May 2006 to February 2022.
Pursuant to the letter of appointment entered into between the Company and Ms. Chan, Ms. Chan has been appointed as an Independent Non-executive Director of the Company for a term of three years commencing on 15 July 2022. Ms. Chan will be entitled to receive Director's fees of HK$180,000 per annum. This appointment was approved by the Board and was determined after fair negotiation between Ms. Chan and the Company with reference to her duties and responsibilities within the Company.
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APPENDIX I
DETAILS OF RETIRING DIRECTORS
GENERAL
Save as disclosed above, none of the above Directors:
(i) held any other positions in any members of the Group as at the Latest Practicable Date;
(ii) had any other relationship with any Directors, senior management or substantial Shareholders or Controlling Shareholders of the Company as at the Latest Practicable Date;
(iii) held any other directorships in listed public companies in the three years prior to the Latest Practicable Date; and
(iv) had any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no information in relation to the above Directors that needs to be disclosed pursuant to any of the requirements under Rules 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders pursuant to Rule 13.51(2) (w) of the Listing Rules.
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APPENDIX II
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required pursuant to Rule 10.06(1) (b) and other relevant provisions of the Listing Rules, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to approve the grant of the Repurchase Mandate.
1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 989,436,000 Shares (excluding treasury shares). Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the 2025 AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 98,943,600 Shares (excluding treasury shares), which represents 10% of the entire issued share capital (excluding treasury shares) of the Company as at the date of passing the ordinary resolution in the 2025 AGM.
If the Company repurchase any Shares pursuant to the Repurchase Mandate, the Company may either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchase of Shares are made.
To the extent that any treasury shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions; and (iii) take any other appropriate 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.
APPENDIX II
EXPLANATORY STATEMENT
3. REASONS FOR REPURCHASE
The Directors believe that it is in the best interests of the Company and Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase the Shares in the market.
The Directors consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company. When exercising the Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchases, resolve to cancel the Shares repurchased following settlement of any such repurchase or hold them as treasury shares. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Memorandum and Articles of Association, and the laws of the Cayman Islands. Share repurchases will only be made when the Directors believe that such a repurchase will benefit the Company and Shareholders as a whole. The number of Shares to be repurchased on any occasion and the price and other terms on which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
4. FUNDING OF REPURCHASE
The Company is empowered by the Articles of Association to repurchase its Shares. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the laws of the Cayman Islands, the Listing Rules and/or other applicable laws, rules and regulations, as the case may be.
Repurchases of Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the laws of the Cayman Islands, being profits of the Company or out of the proceeds of a fresh issue of the Shares made for the purpose of the repurchase, or, if authorised by the Articles of Association and subject to the laws of the Cayman Islands, out of capital of the Company, and, in the case of any premium payable on the repurchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company before or at the time the Shares are repurchased, or if authorised by the Articles of Association and subject to the laws of the Cayman Islands, out of capital of the Company.
The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or settlement otherwise than in accordance with the trading rules of the Stock Exchange.
APPENDIX II
EXPLANATORY STATEMENT
5. IMPACT OF REPURCHASES
The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. In the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period, there might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position of the Company as disclosed in the audited financial statements for the year ended 31 December 2024 contained in the 2024 Annual Report.
6. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange since the previous twelve months up to the Latest Practicable Date were as follows:
| Month | Highest (HK$) | Lowest (HK$) |
|---|---|---|
| 2024 | ||
| May | 5.23 | 4.06 |
| June | 4.69 | 4.14 |
| July | 5.07 | 4.35 |
| August | 5.74 | 4.76 |
| September | 6.39 | 5.29 |
| October | 7.53 | 5.35 |
| November | 7.40 | 6.73 |
| December | 8.36 | 6.26 |
| 2025 | ||
| January | 8.57 | 6.69 |
| February | 9.14 | 7.64 |
| March | 14.40 | 7.98 |
| April (up to and including the Latest Practicable Date) | 14.38 | 11.86 |
7. CONFIRMATIONS
So far as the same may be applicable, the Directors will exercise the power of the Company to make repurchases pursuant to Repurchase Mandate in accordance with the Listing Rules, the Memorandum of Association, the Articles of Association and the laws of the Cayman Islands.
The Directors confirmed that neither this explanatory statement nor the Repurchase Mandate has any unusual features.
APPENDIX II
EXPLANATORY STATEMENT
8. DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge having made all reasonable enquires, their close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.
No other core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
9. TAKEOVERS CODE
If on exercise of the power to repurchase Shares pursuant to the Repurchase 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 Rules 26 and 32 of the Takeovers Code. As a result, a Shareholder or 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 kept by the Company pursuant to section 336 of the SFO and so far is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 5% or more of the issued share capital of the Company. Their respective interest as at the Latest Practicable Date is shown under the column “Approximate % of the issued share capital before a possible exercise of the Repurchase Mandate” while the respective interest in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the ordinary resolutions in relation to the Repurchase Mandate to be proposed at the 2025 AGM (and assuming that the issued share capital remains unchanged, all Repurchased Shares will be cancelled prior to the 2025 AGM and the Company does not have any treasury shares prior to the date of the 2025 AGM) is shown under the column “Approximate % of the issued share capital should the Repurchase Mandate be exercised in full”:
| Name | Capacity/nature of interest | Number and class of securities (Note 1) (Note 5) | Approximate % of the issued share capital before a possible exercise of the Repurchase Mandate | Approximate % of the issued share capital should the Repurchase Mandate be issued in full |
|---|---|---|---|---|
| Mr. Tung Chi Fung (“Mr. Tung”) (Note 1) | Beneficiary of a trust and settlor of discretionary trust | 561,957,960 (L) (Note 2) | 56.80% | 63.11% |
| Deemed interests of treasury shares held by the Company | 521,000 (L) | 0.05% | 0.06% | |
| TMF (Cayman) Ltd (“TMF Trust”) (Note 1) | Trustee | 561,957,960 (L) (Note 2) | 56.80% | 63.11% |
| Deemed to be interested in the treasury shares held by the Company | 521,000 (L) | 0.05% | 0.06% |
APPENDIX II
EXPLANATORY STATEMENT
| Name | Capacity/nature of interest | Number and class of securities (Note 1) (Note 3) | Approximate % of the issued share capital before a possible exercise of the Repurchase Mandate | Approximate % of the issued share capital should the Repurchase Mandate be issued in full |
|---|---|---|---|---|
| Eander Limited (“Eander”) (Note 1) | Interest in a controlled corporation | 561,957,960 (L) (Note2) | 56.80% | 63.11% |
| Deemed to be interested in the treasury shares held by the Company | 521,000 (L) | 0.05% | 0.06% | |
| Wisdom Cosmos Limited (“Wisdom Cosmos”) (Note 1) | Beneficial owner | 561,957,960 (L) (Note 2) | 56.80% | 63.11% |
| Deemed to be interested in the treasury shares held by the Company | 521,000 (L) | 0.05% | 0.06% |
Notes:
- Wisdom Cosmos, a company incorporated in the British Virgin Islands (“BVI”), is the beneficial owner of 561,957,960 shares of the Company, representing 56.80% shareholding interests in the Company. The entire issued share capital of Wisdom Cosmos is owned by Eander, a company incorporated in the BVI, which is in turn wholly owned by TMF Trust, trustee of the Pak Jeff Trust (“PJ Trust”), an irrevocable reserved power trust established by Mr. Tung. Mr. Tung and his family members are the beneficiaries of the PJ Trust. Under the SFO, Mr. Tung, TMF Trust and Eander are deemed to be interested in all the shares of the Company registered in the name of Wisdom Cosmos.
- The letter “L” denotes long position of the shares.
- As at 31 December 2024, the Company repurchased an aggregate of 521,000 shares for holding as treasury shares. As such, Wisdom Cosmos, Eander, TMF Trust and Mr. Tung as controlling shareholders of the Company are taken to have an interest in 521,000 treasury shares of the Company, representing approximately 0.05% shareholding interests in the Company.
In the event that the Directors exercise the Repurchase Mandate in full, the interest of the abovenamed persons would be increased as shown in the table above.
On the basis of the shareholding named above, an exercise of the Repurchase Mandate in full will not result in any of them becoming obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.
10. SHARE REPURCHASES MADE BY THE COMPANY
The Company did not purchase, sell or redeem any of its shares on the Stock Exchange or through other channels within the six months prior to the last practicable date.
APPENDIX III NOTICE OF 2025 ANNUAL GENERAL MEETING
SY HOLDINGS GROUP LIMITED
盛業控股集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6069)
NOTICE OF 2025 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 ANNUAL GENERAL MEETING (the “2025 AGM”) of shareholders (the “Shareholders”) of SY Holdings Group Limited (the “Company”) will be held at 18/F, Tower 2, Kerry Plaza, 1-1 Zhong Xin No. 4 Road, Futian, Shenzhen, PRC on Friday, 16 May 2025 at 2:00 p.m. for the following purposes:
ORDINARY RESOLUTIONS
-
To approve and declare a final dividend of RMB$34.7 cents per ordinary share in the issued share capital of the Company for the year ended 31 December 2024 payable to the shareholders whose names appear on the register of members of the Company as at the close of business on Thursday, 22 May 2025.
-
To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the Directors of the Company and the Company's Auditors for the year ended 31 December 2024.
-
To consider and approve, each as a separate resolution, if thought fit, the following resolutions:
(a) to re-elect Ms. Wang Ying as an Executive Director of the Company;
(b) to re-elect Mr. Sun Wei Yung Kevin as a Independent Non-executive Director of the Company;
(c) to re-elect Mr. Tang King San Terence as an Independent Non-executive Director of the Company;
(d) to re-elect Ms. Chan Yuk Ying Phyllis as an Independent Non-executive Director of the Company;
(e) to authorize the Board of Directors (“the Board”) to fix the Directors’ remuneration.
-
To re-appoint Deloitte Touche Tohmatsu as the Auditors and to authorise the Board to fix the Auditors’ remuneration.
-
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APPENDIX III NOTICE OF 2025 ANNUAL GENERAL MEETING
5. "THAT
(a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company (the "Shares") and/or to resell treasury shares of the Company (if permitted under the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the number of Shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued together with the treasury shares of the Company resold 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); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company ("Articles of Association"), shall not exceed 20% of the total number of Shares in issue (excluding treasury shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purposes of this Resolution, "Relevant Period" means the period from the passing of 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 to be held by the Articles of Association or any other applicable laws of the Cayman Islands; and
(iii) the passing of an ordinary resolution of the Shareholders in general meeting revoking, varying or renewing such mandate.
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APPENDIX III NOTICE OF 2025 ANNUAL GENERAL MEETING
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
6. "THAT
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(c) for the purposes of this Resolution, "Relevant Period" means the period from the passing of 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 to be held by the Articles of Association or any other applicable laws of the Cayman Islands; and
(iii) the passing of an ordinary resolution of the Shareholders in general meeting revoking, varying or renewing such mandate."
APPENDIX III NOTICE OF 2025 ANNUAL GENERAL MEETING
- "THAT conditional upon resolutions numbered 5 and 6 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares and/or to resell treasury shares of the Company (if permitted under the Listing Rules) and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 5 above be and is hereby extended by the addition thereto of an amount representing the number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the resolution."
By order of the Board
SY Holdings Group Limited
Tung Chi Fung
Chairman
Hong Kong, 23 April 2025
APPENDIX III NOTICE OF 2025 ANNUAL GENERAL MEETING
Notes:
(a) At the 2025 AGM, the Chairman of the 2025 AGM will put each of the above resolutions to be voted by way of a poll under article 79 of the Articles of Association.
(b) Any shareholder entitled to attend and vote at the 2025 AGM is entitled to appoint more than one proxy to attend and on a poll, vote in his/her/its stead in accordance with the Articles of Association. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the 2025 AGM. A proxy need not be a shareholder of the Company.
(c) To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 48 hours before the time appointed for holding the 2025 AGM or any adjournment thereof (as the case may be).
(d) Completion and return of the proxy form will not preclude a shareholder from attending and voting at the 2025 AGM or any adjournment thereof (as the case may be) should the shareholder so desire.
(e) The Register of Members of the Company will be closed from Tuesday, 13 May 2025 to Friday, 16 May 2025, both days inclusive, during which period no transfer of shares will be effected, to determine shareholders’ entitlement to attend and vote at the 2025 AGM. In order to be entitled to attend and vote at the 2025 AGM, all share certificates with completed transfer forms, either overleaf or separately, must be lodged with Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Monday, 12 May 2025.
(f) The Register of Members of the Company will be closed on Thursday, 22 May 2025 during which period no transfer of shares will be effected, to determine shareholders’ entitlement to the proposed final dividend with respect to resolution no.1 of this notice. In order to be entitled to the proposed final dividend, all share certificates with completed transfer forms, either overleaf or separately, must be lodged with Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office at 17/F., Far East Finance Centre, 16 Harcourt, Hong Kong, no later than 4:30 p.m. on Wednesday, 21 May 2025.
(g) With respect to resolution no.3 of this notice, Ms. Wang Ying, Mr. Tang King San Terence, Mr. Sun Wei Yung Kevin and Ms. Chan Yuk Ying Phyllis will retire and, being eligible, offer themselves for re-election at the 2025 AGM pursuant to articles 108 (a) and 112 of the Articles of Association.
Details of the above Retiring Directors are set out in Appendix I to the circular.
(h) In relation to resolution no.6 above, the Explanatory Statement containing the information necessary to enable the shareholders to make an informed decision on whether to vote for or against the resolution to approve the granting of an authority for the repurchase by the Company of its own shares, as required by the Rules Governing the Listing of Securities on the Stock Exchange, is set out in Appendix II to this circular.
(i) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
As at the date of this notice, the Board comprises two Executive Directors: Mr. Tung Chi Fung and Ms. Wang Ying; one Non-Executive Director: Mr. Lo Wai Hung; and four Independent Non-Executive Directors: Mr. Fong Heng Boo, Mr. Tang King San Terence, Ms. Chan Yuk Ying Phyllis and Mr. Sun Wei Yung Kevin.
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