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Tian Ge Interactive Holdings Limited — Proxy Solicitation & Information Statement 2025
May 27, 2025
50317_rns_2025-05-27_e48a1cc0-5c7d-47a7-b6e6-51717d0b1c48.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Tian Ge Interactive Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.
天鸽tiange
Tian Ge Interactive Holdings Limited
天鴿互動控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1980)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SECURITIES AND
REPURCHASE SHARES
AND
RE-ELECTION OF RETIRING DIRECTORS
AND
DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM of Tian Ge Interactive Holdings Limited to be held at 12A, Intime City Tower E, Gongshu District, Hangzhou, Zhejiang, PRC on Friday, 20 June 2025 at 2:30 p.m. is set out on pages 19 to 23 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.tiange.com).
Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Share Registrar, MUFG Corporate Markets Pty Limited, at Suite 1601, 16/F, Central Tower, 28 Queen's Road Central, Central, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. before 2:30 p.m. on Wednesday, 18 June 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.
28 May 2025
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD 4
APPENDIX I - DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION 10
APPENDIX II - EXPLANATORY STATEMENT 13
NOTICE OF ANNUAL GENERAL MEETING 19
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting of the Company to be held at 12A, Intime City Tower E, Gongshu District, Hangzhou, Zhejiang, PRC on Friday, 20 June 2025 at 2:30 p.m., or any adjournment thereof and notice of which is set out on pages 19 to 23 of this circular
"Articles of Association"
the memorandum and articles of association of the Company currently in force
"Audit Committee"
the audit committee of the Company
"Board"
board of Directors
"CCASS"
the Central Clearing and Settlement System, a securities settlement system established and operated by the HKSCC
"Companies Act"
the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
"Company"
Tian Ge Interactive Holdings Limited (天鴿互動控股有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands on 28 July 2008, the Shares of which are listed on the Main Board of the Stock Exchange
"Controlling Shareholder(s)"
has the meaning ascribed thereto under the Listing Rules
"Director(s)"
the director(s) of the Company
"Final Dividend"
the final dividend for the year ended 31 December 2024 recommended by the Board for approval by the Shareholders at the AGM
"General Mandate"
a general mandate proposed to be granted to the Directors at the AGM to allot, issue and/or otherwise deal with (including any sale or transfer of Treasury Shares out of treasury) securities not exceeding 20% of the number of the issued Shares (excluding any Treasury Shares) as at the date of passing the relevant resolution granting the General Mandate
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
the Hong Kong Securities Clearing Company Limited
— 1 —
DEFINITIONS
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
|---|---|
| “Latest Practicable Date” | 21 May 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time |
| “Nomination Committee” | the nomination committee of the Company |
| “PRC” | The People’s Republic of China |
| “PRC Operating Entity” | Jinhua99 Information Technology Co., Ltd., a limited liability company incorporated under the laws of the PRC |
| “Record Date” | 18 July 2025, being the record date for the purpose of determining the entitlement of Shareholders to the Final Dividend |
| “Remuneration Committee” | the remuneration committee of the Company |
| “Repurchase Mandate” | a general mandate proposed to be granted to the Directors at the AGM to repurchase Shares not exceeding 10% of the number of issued Shares (excluding any Treasury Shares) as at the date of passing the relevant resolution granting the Repurchase Mandate |
| “Securities and Futures Ordinance” | Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time |
| “Share(s)” | ordinary share(s) of par value of US$0.0001 each in the share capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company |
| “Share Registrar” | MUFG Corporate Markets Pty Limited, the Company’s branch share registrar in Hong Kong |
| “Shareholder(s)” | the holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
— 2 —
DEFINITIONS
“Takeovers Code”
the Codes on Takeovers and Mergers and Share Buy– backs issued by the Securities and Future Commission, as amended, supplemented or otherwise modified from time to time
“Treasury Shares”
Shares repurchased and held by the Company in treasury (as permitted by the Listing Rules with effect from 11 June 2024), as authorised by the laws of the Cayman Islands and the Articles of Association, as amended and supplemented from time to time, which, for the purpose of the Listing Rules, include Shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange
— 3 —
LETTER FROM THE BOARD
天鸽tianGe
Tian Ge Interactive Holdings Limited
天鴿互動控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1980)
Executive Directors:
Mr. Fu Zhengjun (Chairman)
Mr. Mai Shi'en
Non-executive Director:
Ms. Cao Fei
Registered office:
Grand Pavilion, Hibiscus Way
802 West Bay Road
P.O. Box 31119
KY1-1205
Cayman Islands
Independent non-executive Directors:
Mr. Tse Ming Lun Alan
Mr. Wang Mingchun
Mr. Lam Yick Man
Headquarters:
13-14/F
Intime City Tower E
Gongshu District
Hangzhou, PRC
Principal place of business in Hong Kong:
31/F, Tower Two
Times Square, 1 Matheson Street
Causeway Bay
Hong Kong
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SECURITIES AND
REPURCHASE SHARES
AND
RE-ELECTION OF RETIRING DIRECTORS
AND
DECLARATION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you the notice of AGM and the following proposals to be put forward at the AGM including: a) granting of the General Mandate to issue securities and the Repurchase Mandate to repurchase Shares; and b) the re-election of the retiring Directors; and c) the declaration of the Final Dividend.
LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE SECURITIES
In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new securities or to resell or transfer any Treasury Shares held under the name of the Company out of treasury, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue and deal with securities. At the AGM, an ordinary resolution no. 9(A) will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue, resell and/or otherwise deal with the Shares and/or Treasury Shares in an amount not exceeding 20% of the number of issued Shares (excluding any Treasury Shares) as at the date of passing the resolution in relation to the General Mandate.
As at the Latest Practicable Date, there were 1,122,690,162 Shares which have been fully paid. Subject to the passing of the ordinary resolution no. 9(A) and on the basis that no further securities are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to issue and/or resell a maximum of 224,538,032 Shares or Treasury Shares (whether by way of Share or otherwise).
In addition, subject to a separate approval of ordinary resolution no. 9(C), the number of Shares repurchased by the Company under ordinary resolution no. 9(B) will also be added to extend the General Mandate as mentioned in ordinary resolution no. 9(A), provided that such additional value shall represent up to 10% of the number of issued Shares (excluding any Treasury Shares) as at the date of passing the resolutions in relation to the General Mandate and Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new securities of the Company pursuant to the General Mandate.
REPURCHASE MANDATE TO REPURCHASE SHARES
In addition, an ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares (excluding any Treasury Shares) as at the date of passing the resolution in relation to the Repurchase Mandate. As at the Latest Practicable Date, the number of issued shares of the Company was 1,122,690,162 Shares of nominal value of US$0.0001 each which have been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 112,269,016 Shares which represent 10% of the issued Shares (excluding any Treasury Shares) during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the revocation or variation by an ordinary resolution of the Shareholders in general meeting.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.
— 5 —
LETTER FROM THE BOARD
RE-ELECTION OF RETIRING DIRECTORS
Pursuant to the Articles of Association, Mr. Fu Zhengjun, Mr. Tse Ming Lun Alan and Mr. Wang Mingchun shall retire, and being eligible, offer themselves for re-election as Directors at the AGM. In addition, Mr. Lam Yick Man was appointed as independent non-executive Director on 14 March 2025. Pursuant to the Articles of Association, Mr. Lam Yick Man shall hold office until the AGM and, being eligible, offer himself for re-election at the AGM.
Recommendations to the Board for the proposal for re-election of Mr. Fu Zhengjun as an executive Director, Mr. Tse Ming Lun Alan, Mr. Wang Mingchun and Mr. Lam Yick Man as independent non-executive Directors were made by the Nomination Committee, after having considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, as set out in the nomination policy of the Company.
At the AGM, ordinary resolutions will be put forward to the Shareholders in relation to the proposed re-election of Mr. Fu Zhengjun as an executive Director and Mr. Tse Ming Lun Alan, Mr. Wang Mingchun and Mr. Lam Yick Man as independent non-executive Directors.
Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.
Recommendation of the Nomination Committee with respect to the independent non-executive Directors subject to re-election at the AGM
The Nomination Committee had assessed and reviewed the written confirmations of independence of the independent non-executive Directors, Mr. Tse Ming Lun Alan, Mr. Wang Mingchun and Mr. Lam Yick Man, who have offered themselves for re-election at the AGM based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that Mr. Tse Ming Lun Alan, Mr. Wang Mingchun and Mr. Lam Yick Man remain independent in accordance with Rule 3.13 of the Listing Rules. In addition, the Nomination Committee had evaluated their performance and is of the view that they have provided valuable contributions to the Company and have demonstrated their abilities to provide independent, balanced and objective view to the Company's affairs.
The Nomination Committee is also of the view that Mr. Tse Ming Lun Alan, Mr. Wang Mingchun and Mr. Lam Yick Man would bring to the Board their own perspective, skills and experience, as further described in their biographies in Appendix I to this circular.
Based on the board diversity policy adopted by the Company, the Nomination Committee considers that Mr. Tse Ming Lun Alan, Mr. Wang Mingchun and Mr. Lam Yick Man can contribute to the diversity of the Board, in particular, with their strong and diversified educational background and professional experience in their expertise, including in-depth knowledge in investment and portfolio management, as well as corporate financing and government relations management.
— 6 —
LETTER FROM THE BOARD
Therefore, the Board, with the recommendation of the Nomination Committee, has nominated Mr. Tse Ming Lun Alan, Mr. Wang Mingchun and Mr. Lam Yick Man for re-election as independent non-executive Directors at the AGM.
RE-APPOINTMENT OF AUDITOR
An ordinary resolution no. 8 will be proposed on the AGM to approve the re-appointment of Deloitte Touche Tohmatsu as the auditor of the Company to hold office from the conclusion of the AGM until the next annual general meeting of the Company, and to authorize the Board to fix its remuneration.
DECLARATION OF FINAL DIVIDEND
As stated in the announcement issued by the Company dated 28 March 2025 relating to the annual results of the Group for the year ended 31 December 2024, the Board recommended the payment of the Final Dividend of HK$0.02 per Share for the year ended 31 December 2024. The Final Dividend, if approved by the Shareholders at the AGM, will be paid to Shareholders whose names appear on the register of members of the Company on the Record Date. The Final Dividend is subject to approval by the Shareholders at the AGM and ordinary resolution no. 2 will be proposed to the Shareholders for voting at the AGM.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from 17 June 2025 to 20 June 2025, both days inclusive, in order to determine the Shareholders' right to attend and vote at the AGM to be held on 20 June 2025. In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates and transfer forms must be lodged with the Share Registrar, MUFG Corporate Markets Pty Limited of Suite 1601, 16/F, Central Tower, 28 Queen's Road Central, Central, Hong Kong for registration no later than 4:30 p.m. on 16 June 2025.
The register of members of the Company will be closed from 17 July 2025 to 18 July 2025, both days inclusive, in order to determine the Shareholders' entitlements to receive the Final Dividend (if approved by the Shareholders at the AGM). In order to qualify for the Final Dividend, all transfer documents accompanied by the relevant share certificates and transfer forms must be lodged with the Share Registrar, MUFG Corporate Markets Pty Limited at Suite 1601, 16/F, Central Tower, 28 Queen's Road Central, Central, Hong Kong for registration no later than 4:30 p.m. on 16 July 2025.
Shareholders whose names appear on the register of members of the Company on the Record Date will be entitled to receive the Final Dividend.
NOTICE OF ANNUAL GENERAL MEETING
Set out on pages 19 to 23 of this circular is the notice of the AGM at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the granting of the General Mandate to issue securities, the Repurchase Mandate to repurchase Shares, the re-election of the retiring Directors, the re-appointment of the auditor and the declaration of the Final Dividend.
— 7 —
LETTER FROM THE BOARD
FORM OF PROXY
A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.tiange.com). Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Share Registrar, MUFG Corporate Markets Pty Limited at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Central, Hong Kong as soon as possible but in any event no less than 48 hours before the time appointed for the holding of the AGM (i.e. before 2:30 p.m. on Wednesday, 18 June 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.
VOTING BY POLL
There is no Shareholder who has any material interest in any of the resolutions to be proposed at the AGM, and therefore none of the Shareholders is required to abstain from voting on such resolutions.
Pursuant to Rule 13.39(4) of the Listing Rules and Article 66(1) of the Articles of Association, a resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for 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.
— 8 —
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the proposed resolutions for the granting of the General Mandate to issue securities, the Repurchase Mandate to repurchase Shares, the re-election of the retiring Directors, the re-appointment of the auditor and the declaration of the Final Dividend are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
Yours faithfully,
By order of the Board
Tian Ge Interactive Holdings Limited
Fu Zhengjun
Chairman
Hong Kong, 28 May 2025
— 9 —
APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the AGM:
As at the Latest Practicable Date, each of the following Directors, save as disclosed herein, did not have any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance.
Save as disclosed herein, no Director holds any position with the Company or any other member of the Group, nor has any directorships in other listed public companies in the last three years. In addition, save as disclosed herein, no Director has any relationship with any Directors, senior management, substantial Shareholders or Controlling Shareholders (as defined in the Listing Rules).
Save as disclosed in this circular, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
EXECUTIVE DIRECTOR
Mr. Fu Zhengjun (傅政軍), aged 46, is our Chairman and has been a Director of our Board since 28 July 2008. He is also the chairman of the Nomination Committee. He was re-designated to our Board as an executive Director on 11 March 2014. Mr. Fu is the founder of our Group and has served as the chief executive officer of all our wholly-owned foreign enterprises and the PRC Operating Entity since their respective incorporation until 26 June 2020. He is responsible for the overall strategic planning of our Group, and is instrumental to our growth and business expansion. Mr. Fu has approximately 20 years of experience in the Internet industry. Prior to founding our Group, Mr. Fu was the chief technology officer of Tiantu Information Technology (Shanghai) Co., Ltd. (天圖信息技術(上海)有限公司), a company mainly engaged in the development of Internet advertising technology, from August 2000 to September 2004, where he was responsible for products research and development. From August 1999 to August 2000, Mr. Fu served as an engineer at Zhejiang Data Communications Administration Bureau (浙江省數據通訊局) (formerly known as Zhejiang Communications Administration Bureau (浙江省通訊管理局)), where he was responsible for project management and implementation.
Mr. Fu received a bachelor's degree in computer science application from Zhejiang University of Technology (浙江工業大學) in Hangzhou in July 1999.
Mr. Fu has entered a service agreement for a term of three years with the Company. According to the service agreement, Mr. Fu is entitled to approximately RMB650,000 per annum as basic salary with social security costs, housing benefits and other employee benefits and he is also entitled to a discretionary bonus as may be determined by the Board and the Remuneration Committee based on the performance of his duties and the Company's earnings. The remuneration of Mr. Fu was determined by the Board with reference to his time commitment, responsibilities, employment condition in the Group, prevailing market rate and comparable companies. Mr. Fu is subject to the provisions of his service agreement and the retirement and rotation provisions in the Articles of Association.
As at the Latest Practicable Date, Mr. Fu was deemed to be interested in 330,895,000 Shares within the meaning of Part XV of the Securities and Future Ordinance.
— 10 —
APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Tse Ming Lun Alan (謝銘麟), aged 44, was appointed as an independent non-executive Director with effect from 18 August 2022. He is also the chairman of Audit Committee and a member of the Nomination Committee. Mr. Tse has nearly 23 years of experience in the field of accounting, finance and investment. Mr. Tse served as an accountant of KPMG from September 2002 to May 2005. He served as a senior analyst of Techtronic Industries from May 2005 to May 2007, where he primarily engaged in financial analysis and M&A support. He was a senior manager of Next Horizon Company Limited from September 2007 to August 2009. From September 2009 to October 2011, he was a project and business development manager of Richemont Asia Pacific Limited. Since November 2011, he has been working for Jebsen Group and as of latest serves as a general manager of Jebsen Capital Limited, where he has been responsible for investment and portfolio management.
Mr. Tse obtained his bachelor's degree of business administration in accounting and finance from the University of Hong Kong (香港大學) in December 2002. He is a fellow member of Association of Chartered Certified Accountants (ACCA).
Mr. Tse has entered into a letter of appointment for a term of three years with the Company. According to the letter of appointment, Mr. Tse is entitled to an annual fee of HK$150,000 as basic salary. The remuneration of Mr. Tse was determined by the Board with reference to his time commitment, responsibilities, employment condition in the Group, prevailing market rate and comparable companies. Mr. Tse is subject to the provisions of his letter of appointment and the retirement and rotation provisions in the Articles of Association.
Mr. Wang Mingchun (王明春), aged 65, was appointed as an independent non-executive Director on 30 March 2023. He is also the chairman of the Remuneration Committee and a member of each of the Audit Committee and Nomination Committee. Mr. Wang successively served as staff and deputy director of National Press and Publication Administration from July 1988 to June 1995, where he was responsible for newspaper industry management. From June 1995 to March 1997, he served as the chief editor of China Press Monthly (《中國報刊月報》). From March 1997 to March 2000, he served as the director of sales department of SDX Joint Publishing Company (生活·讀書·新知三聯書店有限公司). He served as a senior vice president of IDG Capital from April 2000 to March 2021, where he was responsible for media crisis management and government relations management. Since March 2022, he served as a partner of Huachuang Future (Suzhou) Technology Co., Ltd. (華創未來(蘇州)科技有限公司), where he was responsible for corporate financing and government relations management.
Mr. Wang obtained his bachelor's degree in Chinese linguistic literature from Sichuan University (四川大學) in July 1985. He obtained his master's degree in law from Party School of Central Committee (中央黨校) in July 1988. He was awarded as an associate editor by National Press and Publication Administration (國家新聞出版署) in February 1995.
Mr. Wang has entered into a letter of appointment for a term of three years with the Company. According to the letter of appointment, Mr. Wang is entitled to an annual fee of HK$150,000 as basic salary. The remuneration of Mr. Wang was determined by the Board with reference to his time commitment, responsibilities, employment condition in the Group, prevailing market rate and comparable companies. Mr. Wang is subject to the provisions of his letter of appointment and the retirement and rotation provisions in the Articles of Association.
— 11 —
APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Lam Yick Man (林益文), aged 46, was appointed as an independent non-executive Director on 14 March 2025. He is also a member of each of the Audit Committee and Remuneration Committee. Mr. Lam has nearly 20 years of experience in the fields of accounting, financial and investment. Mr. Lam served as an executive director of Rich Goldman Holdings Limited (a company whose shares are listed on the Stock Exchange, Stock Code: 00070) from 6 July 2021 to 5 September 2022; he was an independent non-executive director of China In-Tech Limited (a company whose shares are listed on the Stock Exchange, Stock Code: 00464) from 10 April 2019 to 29 July 2023.
Mr. Lam obtained a master's degree in corporate governance from The Hong Kong Polytechnic University in September 2016 and a bachelor's degree in business administration from Lingnan University in November 2003. He is also a member of Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants, an associate member of the Chartered Governance Institute, an ordinary member of the Hong Kong Securities and Investment Institute, an associate member of The Hong Kong Chartered Governance Institute and a life member of the Hong Kong Independent Non-Executive Director Association. He has also been awarded a Diploma in Certified International Investment Analyst from the Association of Certified International Investment Analysts.
Mr. Lam has entered into a letter of appointment for a term of three years with the Company. According to the letter of appointment, Mr. Lam is entitled to an annual fee of HK$150,000 as basic salary. The remuneration of Mr. Lam was determined by the Board with reference to his time commitment, responsibilities, employment condition in the Group, prevailing market rate and comparable companies. Mr. Lam is subject to the provisions of his letter of appointment and the retirement and rotation provisions in the Articles of Association.
— 12 —
APPENDIX II
EXPLANATORY STATEMENT
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
ISSUED SHARES
As at the Latest Practicable Date, the number of issued shares of the Company was 1,122,690,162 Shares of nominal value of US$0.0001 each which have been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 112,269,016 Shares which represent 10% of the issued Shares (excluding any Treasury Shares) during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the revocation or variation by an ordinary resolution of the Shareholders in general meeting.
REASONS FOR AND FUNDING OF REPURCHASES
The Directors believe that it is in the Company's and the Shareholders' best interests for the Directors to have general authority to execute repurchases of our Shares in the market. Such repurchases 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 will only be made where the Directors believe that such repurchases will benefit us and the Shareholders as a whole.
The repurchase of the Shares listed on the Stock Exchange must be funded out of funds legally available for the purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for consideration other than cash or for settlement other than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of Shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the Companies Act, out of capital.
Subject to compliance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands, the Company may cancel any Shares it repurchased and/or hold them as Treasury Shares following settlement of the repurchases, subject to, amongst others, market conditions and the Company's capital management needs at the relevant time of the repurchases.
The Company may hold Shares repurchased by the Company as Treasury Shares which remain deposited with CCASS either (i) pending withdrawal from CCASS and registration in the name of the Company or (ii) re-deposited into CCASS and pending resale on the Stock Exchange. For any Shares repurchased by the Company as Treasury Shares which remain deposited with or have been re-deposited into CCASS pending resale on the Stock Exchange, subject to the Directors' approval, the Company will adopt appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those Shares were registered in the Company's own name as Treasury Shares. Such measures may include, for example, an approval from the Directors that (i) the Company shall not, and shall procure its broker not to, give any
— 13 —
APPENDIX II
EXPLANATORY STATEMENT
instructions to HKSCC to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions (if any), the Company shall withdraw the Treasury Shares from CCASS, and either re-register them in the Company’s own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions (as applicable).
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company.
The Directors believe that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements of the Company as at 31 December 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up. 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.
INTENTION STATEMENT REGARDING REPURCHASED SHARES
Subject to the applicable requirements under the Listing Rules, the Company may cancel the repurchased Shares following settlement of any such repurchase or hold them as Treasury Shares, subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases. Should the Company decide to hold repurchased Shares in treasury, the Company will, upon completion of the share repurchase, withdraw the repurchased Shares from CCASS and register the Treasury Shares in the Company’s name.
GENERAL
To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates, as defined in the Listing Rules, currently intends to sell any Shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands. Neither this explanatory statement nor the Repurchase Mandate has any unusual features.
No core connected person, as defined in the Listing Rules, has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT
TAKEOVERS CODE
If as a result of a repurchase of 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 Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.
Mr. Fu Zhengjun (“Mr. Fu”) set up a discretionary trust (“Mr. Fu’s Trust”) with himself as founder, and UBS Trustees (BVI) Limited (“UBS”) as trustee. The discretionary beneficiaries of Mr. Fu’s Trust are Mr. Fu and his family members. Blueberry Worldwide Holdings Limited (“Blueberry”) is wholly-owned by Three-Body Holdings Ltd (“Three-Body”), which is in turn wholly-owned by UBS Nominee Limited and UBS as the trustee of Mr. Fu’s Trust. As at the Latest Practicable Date, to the best knowledge and belief of the Directors, each of Mr. Fu (as founder of Mr. Fu’s Trust), UBS and Three-Body was deemed to be interested in 330,695,000 Shares held by Blueberry. In addition, Mr. Fu personally owned 200,000 Shares. In conclusion, as at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Fu was deemed to be interested in a total of 330,895,000 Shares (through Mr. Fu’s Trust and himself), representing approximately 29.47% in aggregate number of issued Shares.
In the event that the Directors should exercise in full the Repurchase Mandate, the shareholding of Mr. Fu (through Mr. Fu’s Trust and himself) in the Company will be increased to approximately 32.75% of the issued Shares, and such increase, in the opinions of the Directors, may give rise to an obligation on the part of Mr. Fu to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for the Controlling Shareholders of the Company, namely Mr. Fu, Three-Body and Blueberry, to make a mandatory offer.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
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APPENDIX II
EXPLANATORY STATEMENT
SHARE REPURCHASE MADE BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company repurchased its own Shares as follows:
| Date of Repurchase | No. of Shares repurchased by the Company | Price per Share | Aggregate consideration paid | |
|---|---|---|---|---|
| Highest HK$ | Lowest HK$ | |||
| 21 November 2024 | 200,000 | 0.590 | 0.590 | 118,000 |
| 22 November 2024 | 200,000 | 0.580 | 0.580 | 116,000 |
| 25 November 2024 | 200,000 | 0.580 | 0.570 | 115,500 |
| 26 November 2024 | 200,000 | 0.570 | 0.560 | 112,510 |
| 27 November 2024 | 200,000 | 0.570 | 0.570 | 114,000 |
| 28 November 2024 | 200,000 | 0.570 | 0.570 | 114,000 |
| 29 November 2024 | 200,000 | 0.570 | 0.570 | 114,000 |
| 2 December 2024 | 200,000 | 0.570 | 0.570 | 114,000 |
| 3 December 2024 | 200,000 | 0.570 | 0.570 | 114,000 |
| 4 December 2024 | 200,000 | 0.570 | 0.570 | 114,000 |
| 5 December 2024 | 200,000 | 0.570 | 0.570 | 114,000 |
| 6 December 2024 | 200,000 | 0.570 | 0.570 | 114,000 |
| 9 December 2024 | 200,000 | 0.560 | 0.560 | 112,000 |
| 10 December 2024 | 200,000 | 0.560 | 0.550 | 111,980 |
| 11 December 2024 | 1,257,000 | 0.560 | 0.530 | 676,700 |
| 12 December 2024 | 330,000 | 0.560 | 0.550 | 181,700 |
| 13 December 2024 | 200,000 | 0.550 | 0.550 | 110,000 |
| 16 December 2024 | 200,000 | 0.550 | 0.550 | 110,000 |
| 17 December 2024 | 200,000 | 0.550 | 0.550 | 110,000 |
| 18 December 2024 | 500,000 | 0.550 | 0.540 | 274,960 |
| 19 December 2024 | 200,000 | 0.550 | 0.550 | 110,000 |
| 20 December 2024 | 2,067,000 | 0.560 | 0.540 | 1,130,660 |
| 27 December 2024 | 200,000 | 0.570 | 0.560 | 112,600 |
| 30 December 2024 | 200,000 | 0.570 | 0.570 | 114,000 |
| 2 January 2025 | 200,000 | 0.560 | 0.560 | 112,000 |
| 3 January 2025 | 200,000 | 0.550 | 0.550 | 110,000 |
| 6 January 2025 | 200,000 | 0.550 | 0.550 | 110,000 |
| 7 January 2025 | 200,000 | 0.540 | 0.540 | 108,000 |
| 8 January 2025 | 100,000 | 0.540 | 0.540 | 54,000 |
| 9 January 2025 | 200,000 | 0.530 | 0.530 | 106,000 |
| 10 January 2025 | 200,000 | 0.520 | 0.520 | 104,000 |
| 13 January 2025 | 200,000 | 0.520 | 0.520 | 104,000 |
| 14 January 2025 | 200,000 | 0.510 | 0.510 | 102,000 |
APPENDIX II
EXPLANATORY STATEMENT
| Date of Repurchase | No. of Shares repurchased by the Company | Price per Share
Highest
HK$ | Lowest
HK$ | Aggregate consideration paid
HK$ |
| --- | --- | --- | --- | --- |
| 15 January 2025 | 200,000 | 0.520 | 0.520 | 104,000 |
| 16 January 2025 | 200,000 | 0.530 | 0.530 | 106,000 |
| 17 January 2025 | 200,000 | 0.530 | 0.530 | 106,000 |
| 22 January 2025 | 200,000 | 0.560 | 0.560 | 112,000 |
| 23 January 2025 | 200,000 | 0.560 | 0.550 | 111,590 |
| 24 January 2025 | 200,000 | 0.570 | 0.560 | 112,280 |
| 27 January 2025 | 200,000 | 0.550 | 0.550 | 110,000 |
| 3 February 2025 | 200,000 | 0.560 | 0.550 | 111,100 |
| 4 February 2025 | 200,000 | 0.570 | 0.570 | 114,000 |
| 5 February 2025 | 200,000 | 0.570 | 0.570 | 114,000 |
| 6 February 2025 | 200,000 | 0.570 | 0.570 | 114,000 |
| 7 February 2025 | 200,000 | 0.570 | 0.570 | 114,000 |
| 10 February 2025 | 200,000 | 0.570 | 0.570 | 114,000 |
| 11 February 2025 | 200,000 | 0.550 | 0.550 | 110,000 |
| 12 February 2025 | 200,000 | 0.550 | 0.550 | 110,000 |
| 13 February 2025 | 200,000 | 0.550 | 0.540 | 109,000 |
| 14 February 2025 | 200,000 | 0.550 | 0.550 | 110,000 |
| 17 February 2025 | 200,000 | 0.550 | 0.550 | 110,000 |
| 18 February 2025 | 200,000 | 0.560 | 0.560 | 112,000 |
| 19 February 2025 | 199,000 | 0.560 | 0.550 | 110,450 |
| 20 February 2025 | 200,000 | 0.550 | 0.550 | 110,000 |
| 21 February 2025 | 200,000 | 0.560 | 0.560 | 112,000 |
| 24 February 2025 | 200,000 | 0.560 | 0.560 | 112,000 |
| 25 February 2025 | 201,000 | 0.550 | 0.550 | 110,550 |
| 31 March 2025 | 200,000 | 0.570 | 0.570 | 114,000 |
| 1 April 2025 | 200,000 | 0.570 | 0.570 | 114,000 |
| 2 April 2025 | 200,000 | 0.570 | 0.570 | 114,000 |
| 3 April 2025 | 200,000 | 0.550 | 0.550 | 110,000 |
| 7 April 2025 | 1,000,000 | 0.550 | 0.480 | 502,270 |
| 8 April 2025 | 200,000 | 0.530 | 0.520 | 105,940 |
| 9 April 2025 | 200,000 | 0.570 | 0.570 | 114,000 |
| 16 April 2025 | 200,000 | 0.590 | 0.590 | 118,000 |
| 17 April 2025 | 200,000 | 0.590 | 0.590 | 118,000 |
| 22 April 2025 | 200,000 | 0.590 | 0.590 | 118,000 |
| 23 April 2025 | 200,000 | 0.600 | 0.600 | 120,000 |
| 24 April 2025 | 200,000 | 0.600 | 0.600 | 120,000 |
| 25 April 2025 | 200,000 | 0.600 | 0.590 | 119,200 |
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APPENDIX II
EXPLANATORY STATEMENT
| Date of Repurchase | No. of Shares repurchased by the Company | Price per Share | Aggregate consideration paid | |
|---|---|---|---|---|
| Highest HK$ | Lowest HK$ | HK$ | ||
| 28 April 2025 | 200,000 | 0.590 | 0.590 | 118,000 |
| 29 April 2025 | 200,000 | 0.590 | 0.590 | 118,000 |
| 30 April 2025 | 200,000 | 0.580 | 0.580 | 116,000 |
| 6 May 2025 | 200,000 | 0.580 | 0.580 | 116,000 |
| 7 May 2025 | 200,000 | 0.580 | 0.580 | 116,000 |
| 8 May 2025 | 200,000 | 0.590 | 0.590 | 118,000 |
| 9 May 2025 | 200,000 | 0.590 | 0.590 | 118,000 |
| 12 May 2025 | 200,000 | 0.610 | 0.590 | 119,960 |
| 13 May 2025 | 200,000 | 0.600 | 0.600 | 120,000 |
| 15 May 2025 | 200,000 | 0.620 | 0.620 | 124,000 |
| 16 May 2025 | 200,000 | 0.620 | 0.620 | 124,000 |
| 19 May 2025 | 200,000 | 0.610 | 0.610 | 122,000 |
| 20 May 2025 | 200,000 | 0.610 | 0.610 | 122,000 |
| 21 May 2025 | 200,000 | 0.600 | 0.600 | 120,000 |
SHARE PRICES
The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date:
| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2024 | | |
| May | 0.510 | 0.480 |
| June | 0.570 | 0.490 |
| July | 0.530 | 0.490 |
| August | 0.540 | 0.450 |
| September | 0.700 | 0.430 |
| October | 0.670 | 0.550 |
| November | 0.590 | 0.550 |
| December | 0.580 | 0.530 |
| 2025 | | |
| January | 0.600 | 0.500 |
| February | 0.580 | 0.530 |
| March | 0.670 | 0.520 |
| April | 0.610 | 0.470 |
| May (up to the Latest Practicable Date) | 0.630 | 0.560 |
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NOTICE OF ANNUAL GENERAL MEETING
天鸽tianGe
Tian Ge Interactive Holdings Limited
天鴿互動控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1980)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of Tian Ge Interactive Holdings Limited (the “Company”) will be held 12A, Intime City Tower E, Gongshu District, Hangzhou, Zhejiang, PRC on Friday, 20 June 2025 at 2:30 p.m. for the following purposes:
- To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and the auditor for the year ended 31 December 2024.
- To consider and approve the declaration of a final dividend of HK$0.02 per share for the year ended 31 December 2024.
- To re-elect Mr. Fu Zhengjun as an executive director of the Company.
- To re-elect Mr. Tse Ming Lun Alan as an independent non-executive director of the Company.
- To re-elect Mr. Wang Mingchun as an independent non-executive director of the Company.
- To re-elect Mr. Lam Yick Man as an independent non-executive director of the Company.
- To authorize the board of directors of the Company to fix the remuneration of the directors of the Company.
- To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and authorize the board of directors of the Company to fix its remuneration.
- To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
(A) “That:
(i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and/or otherwise deal with (including any sale or transfer of treasury shares out of treasury) additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) (the “Listing Rules”), be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to a rights issue or pursuant to the exercise of any subscription rights which may be granted under any share option scheme or any scrip dividend scheme or similar arrangements, any adjustment of rights to subscribe for shares under options and warrants or a special authority granted by the shareholders of the Company or 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) with an aggregate number of not more than 20% of the number of issued shares of the Company (excluding any treasury shares) as at the date of passing this resolution; and
(iv) for the purpose of this resolution:
(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:
(1) the conclusion of the next annual general meeting of the Company; and
(2) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
(b) “Rights Issue” means an offer of shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
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NOTICE OF ANNUAL GENERAL MEETING
(B) "That:
(i) subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of and on behalf of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Codes on Takeovers and Mergers and Share Buy-backs and, subject to and in accordance with all applicable laws and the Listing Rules, be and is hereby generally and unconditionally approved;
(ii) the aggregate number of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall represent up to 10% of the number of issued shares of the Company (excluding any treasury shares) as at the date of passing this resolution;
(iii) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
(a) the conclusion of the next annual general meeting of the Company; and
(b) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
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NOTICE OF ANNUAL GENERAL MEETING
(C) “That conditional upon the resolutions numbered 9(A) and 9(B) set out above being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and/or otherwise deal with new securities of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 9(A) set out above be and is hereby extended by the addition to the number of issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the number of issued shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 9(B) set out above, provided that such extended amount shall represent up to 10% of the number of issued shares of the Company (excluding any treasury shares) as at the date of passing this resolution.”
By order of the Board
Tian Ge Interactive Holdings Limited
Fu Zhengjun
Chairman
Hong Kong, 28 May 2025
| Registered office: | Headquarters: | Principal place of business in Hong Kong: |
|---|---|---|
| Grand Pavilion | 13-14/F | 31/F, Tower Two |
| Hibiscus Way | Intime City Tower E | Times Square |
| 802 West Bay Road | Gongshu District | 1 Matheson Street |
| P.O. Box 31119 | Hangzhou, PRC | Causeway Bay |
| KY1-1205 | Hong Kong | |
| Cayman Islands |
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
(i) All resolutions at the AGM will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
(ii) Ordinary resolution numbered 9(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 9(A) and 9(B) are passed by the shareholders of the Company.
(iii) Any member of the Company entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
(iv) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
(v) In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Share Registrar, MUFG Corporate Markets Pty Limited of Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Central, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM (i.e. before 2:30 p.m. on 18 June 2025) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
(vi) For determining the right to attend and vote at the AGM to be held on 20 June 2025, the register of members of the Company will be closed from 17 June 2025 to 20 June 2025 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the AGM, all transfer of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Share Registrar, MUFG Corporate Markets Pty Limited of Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Central, Hong Kong for registration no later than 4:30 p.m. on 16 June 2025.
(vii) For determining the entitlement of shareholders of the Company to receive the final dividend, the register of members of the Company will also be closed from 17 July 2025 to 18 July 2025, both days inclusive, during which period no share transfers can be registered. In order to qualify for the proposed final dividend, all transfer of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Share Registrar, MUFG Corporate Markets Pty Limited at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Central, Hong Kong for registration no later than 4:30 p.m. on 16 July 2025.
(viii) In respect of the ordinary resolutions numbered 3 to 6 above, Mr. Fu Zhengjun, Mr. Tse Ming Lun Alan, Mr. Wang Mingchun and Mr. Lam Yick Man shall retire and, being eligible, offer themselves for re-election. Details of the above retiring directors are set out in Appendix I to the accompanied circular dated 28 May 2025.
(ix) In respect of the ordinary resolution numbered 9(A) above, the directors of the Company wish to state that they have no immediate plans to issue any new securities of the Company (including any sale or transfer treasury shares out of treasury) referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
(x) In respect of the ordinary resolution numbered 9(B) above, the directors of the Company wish to state that they will exercise the powers conferred by the repurchase mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 28 May 2025.
(xi) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in the notice of the AGM will be taken by poll, except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.
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