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Town Ray Holdings Limited Proxy Solicitation & Information Statement 2025
50095_rns_2025-04-17_0e81dfba-cdd5-445a-aac0-0bfef4366f62.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 or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Town Ray Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
Town Ray Holdings Limited
登輝控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1692)
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting (the "AGM") of Town Ray Holdings Limited (the "Company") to be held at 11:00 a.m. on Monday, 26 May 2025 at Workshop A, 7th Floor, Reason Group Tower, No. 403 Castle Peak Road — Kwai Chung, Kwai Chung, New Territories, Hong Kong is set out on pages 22 to 26 of this circular.
A form of proxy for use by the shareholders of the Company at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to read this circular and complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
17 April 2025
CONTENTS
Page
DEFINITIONS ... 1–3
LETTER FROM THE BOARD ... 4–11
APPENDIX I — EXPLANATORY STATEMENT OF
THE REPURCHASE MANDATE ... 12–15
APPENDIX II — BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION AT AGM ... 16–21
NOTICE OF ANNUAL GENERAL MEETING ... 22–26
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"2024 AGM" the previous annual general meeting of the Company, which was held on 21 June 2024
"AGM" the annual general meeting of the Company to be held at 11:00 a.m. on Monday, 26 May 2025 at Workshop A, 7th Floor, Reason Group Tower, No. 403 Castle Peak Road — Kwai Chung, Kwai Chung, New Territories, Hong Kong, the notice of which is set out on pages 22 to 26 of this circular, or any adjournment thereof
"AGM Notice" the notice convening the AGM set out on pages 22 to 26 of this circular
"Articles" the amended and restated articles of association of the Company, as amended, supplemented or otherwise modified from time to time
"Auditor" the auditor for the time being of the Company
"Audit Committee" the audit committee of the Board
"Board" the board of Directors of the Company
"Business Day" any day on which the Stock Exchange is open for the business of dealing in securities
"CCASS" the Central Clearing and Settlement System established by Hong Kong Securities Clearing Company Limited
"close associate(s)" has the meaning ascribed thereto under the Listing Rules
"Companies Act" the Companies Act, Cap 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
"Company" Town Ray Holdings Limited (登輝控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability on 28 September 2017 and the Shares of which are listed on the Stock Exchange (Stock Code: 1692)
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DEFINITIONS
"Controlling Shareholder(s)"
has the meaning ascribed thereto under the Listing Rules
"core connected person(s)"
has the meaning ascribed thereto under the Listing Rules
"Director(s)"
the director(s) of the Company
"Final Dividend"
the final dividend of HK16.1 cents per Share for the year ended 31 December 2024 recommended by the Board
"Group"
the Company and its subsidiaries
"HK$" and "cents"
Hong Kong dollars and cents respectively, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and deal with the Shares not exceeding the aggregate of 20% of the number of the issued Shares as at the date of the passing of the relevant resolution
"Latest Practicable Date"
10 April 2025, being the latest practicable date prior to the issue of this circular for the purpose of ascertaining certain information in this circular
"Listing"
the listing of the Shares on the Main Board of the Stock Exchange on 25 October 2019
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time
"Memorandum"
the amended and restated memorandum of association of the Company, as amended, supplemented or otherwise modified from time to time
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DEFINITIONS
"Nomination Committee" the nomination committee of the Board
"Register of Members" the register of members of the Company
"Remuneration Committee" the remuneration committee of the Board
"Repurchase Mandate" a general unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to purchase or repurchase the Shares not exceeding the aggregate of 10% of the number of the issued Shares as at the date of the passing of the relevant resolution
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)" the ordinary share(s) of par value of HK$0.01 each in the share capital of the Company
"Share Registrar" Tricor Investor Services Limited, the Hong Kong branch share registrar of the Company, whose address is at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Substantial Shareholder(s)" has the meaning ascribed thereto under the Listing Rules
"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong, as amended, supplemented or otherwise modified from time to time
"Treasury Share(s)" the Shares repurchased and held by the Company in treasury, as authorised by the Cayman Islands law and the Articles, 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
"%" per cent
LETTER FROM THE BOARD
Town Ray Holdings Limited
登輝控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1692)
Executive Directors:
Mr. Chan Wai Ming (Chief Executive Officer)
Mr. Chiu Wai Kwong
Ms. Tang Mei Wah
Dr. Yu Kwok Wai
Registered Office:
Windward 3
Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Non-executive Directors:
Dr. Chan Kam Kwong Charles (Chairman)
Ms. Cheng Yuk Sim Connie
(also known as Ms. Cheng Yuk Yee Connie)
Headquarters and Principal Place
of Business in Hong Kong:
Workshop A, 25th Floor
Reason Group Tower
No. 403 Castle Peak Road — Kwai Chung
Kwai Chung, New Territories
Hong Kong
Independent non-executive Directors:
Mr. Choi Chi Leung Danny
Mr. Chan Shing Jee
Ms. Chan Tak Yi
Ms. Leung Lai Yee Edwina
Hong Kong, 17 April 2025
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO
ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with the AGM Notice and the relevant information regarding the resolutions to be proposed at the AGM relating to:
(i) payment of the Final Dividend;
(ii) granting of the Issue Mandate to the Directors;
(iii) granting of the Repurchase Mandate to the Directors;
LETTER FROM THE BOARD
(iv) granting of the extension mandate to extend the Issue Mandate by the addition of an amount representing the number of the issued Shares purchased or repurchased by the Company pursuant to the Repurchase Mandate;
(v) re-election of retiring Directors;
(vi) re-appointment of the Auditor; and
(vii) a notice of the AGM.
FINAL DIVIDEND
The Directors recommended the payment of the Final Dividend of HK16.1 cents per ordinary Share for the year ended 31 December 2024. The proposed dividend payment is subject to the approval of the Shareholders at the AGM. The resolution for the approval of the payment of the Final Dividend is set out in the ordinary resolution as referred to in resolution numbered 2 of the AGM Notice.
GENERAL MANDATE TO ISSUE SHARES
The previous general mandate granted to the Directors at the 2024 AGM to exercise the powers of the Company to allot, issue and deal with the Shares will expire at the AGM. As at the Latest Practicable Date, such general mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general unconditional mandate to exercise all powers of the Company to allot, issue and deal with the Shares not exceeding the aggregate of 20% of the number of the issued Shares (excluding Treasury Shares) as at the date of the passing of the relevant resolution. As at the Latest Practicable Date, the total number of the issued Shares was 359,000,000 Shares. Subject to the passing of the proposed resolution, assuming that there would be no change in the number of the issued Shares from the Latest Practicable Date to the date of the AGM, the maximum number of new Shares which can be issued by the Company under the Issue Mandate will be 71,800,000 Shares, representing 20% of the number of the issued Shares as at the Latest Practicable Date.
Details of the Issue Mandate are set out in the ordinary resolution as referred to in resolution numbered 5 of the AGM Notice.
Any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of Treasury Shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.
LETTER FROM THE BOARD
GENERAL MANDATE TO REPURCHASE SHARES
The previous general mandate granted to the Directors at the 2024 AGM to exercise the powers of the Company to repurchase the Shares will expire at the AGM. As at the Latest Practicable Date, such general mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general unconditional mandate to exercise all powers of the Company to purchase or repurchase the Shares not exceeding the aggregate of 10% of the number of the issued Shares (excluding Treasury Shares) as at the date of the passing of the relevant resolution.
As at the Latest Practicable Date, the total number of the issued Shares was 359,000,000 Shares. Subject to the passing of the proposed resolution, assuming that there would be no change in the number of the issued Shares from the Latest Practicable Date to the date of the AGM, the maximum number of Shares which can be repurchased by the Company under the Repurchase Mandate would be 35,900,000 Shares, representing 10% of the number of the issued Shares as at the Latest Practicable Date.
An explanatory statement giving the particulars required under the Listing Rules in respect of the Repurchase Mandate to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision whether to vote for or against the resolution is set out in Appendix I to this circular.
Details of the Repurchase Mandate are set out in the ordinary resolution as referred to in resolution numbered 6 of the AGM Notice.
The Issue Mandate and Repurchase Mandate, if approved by the Shareholders, will remain in effect until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company after the AGM; (ii) the date by which the next annual general meeting is required by the Articles or any applicable law(s) to be held; or (iii) the passing of an ordinary resolution by the Shareholders in a general meeting revoking, renewing or varying the mandate given to the Directors.
EXTENSION OF ISSUE MANDATE
In addition, an ordinary resolution will be proposed at the AGM providing that if the Issue Mandate and the Repurchase Mandate are passed at the AGM, the Issue Mandate will be extended by the addition to the total number of Shares which may be allotted, issued and dealt with or agreed (conditionally or unconditionally) to be allotted, or issued and dealt with by the Directors pursuant to the Issue Mandate of an amount representing the number of the issued Shares purchased or repurchased by the Company pursuant to the Repurchase Mandate.
Details of the extension of the Issue Mandate are set out in the ordinary resolution as referred to in resolution numbered 7 of the AGM Notice.
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LETTER FROM THE BOARD
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the Board consisted of ten Directors, namely:
| Executive Directors | Date of appointment | Date of last re-election (if applicable) |
|---|---|---|
| Mr. Chan Wai Ming (“Mr. Chan”) | 28 September 2017 | 21 June 2024 |
| Mr. Chiu Wai Kwong (“Mr. Chiu”) | 28 September 2017 | 21 June 2024 |
| Ms. Tang Mei Wah (“Ms. Tang”) | 28 September 2017 | 21 June 2024 |
| Dr. Yu Kwok Wai (“Dr. Yu”) | 28 September 2017 | 21 June 2024 |
| Non-executive Directors | ||
| Dr. Chan Kam Kwong Charles (“Dr. Chan”) | 28 September 2017 | 27 May 2022 |
| Ms. Cheng Yuk Sim Connie (“Ms. Cheng”) | 28 September 2017 | 27 May 2022 |
| Independent non-executive Directors | ||
| Mr. Choi Chi Leung Danny (“Mr. Choi”) | 3 October 2019 | 25 May 2023 |
| Mr. Chan Shing Jee (“Mr. SJ Chan”) | 3 October 2019 | 25 May 2023 |
| Ms. Chan Tak Yi (“Ms. Chan”) | 21 December 2023 | 21 June 2024 |
| Ms. Leung Lai Yee Edwina (“Ms. Leung”) | 21 December 2023 | 21 June 2024 |
Pursuant to article 108 of the Articles, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then 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. A retiring Director shall be eligible for re-election.
Dr. Chan and Ms. Cheng will retire and, being eligible, will offer themselves for re-election as non-executive Directors at the AGM. Mr. Choi and Mr. SJ Chan will retire and, being eligible, will offer themselves for re-election as independent non-executive Directors at the AGM. Each of Mr. Choi and Mr. SJ Chan has confirmed his independence with regard to the independent criteria under Rule 3.13 of the Listing Rules. Neither Mr. Choi nor Mr. SJ Chan has served the Company as independent non-executive Director for more than nine years and neither of them served in seven or more listed companies in Hong Kong as directors. The Nomination Committee, comprising all independent non-executive Directors, has reviewed and assessed the independence of Mr. Choi and Mr. SJ Chan based on the respective annual confirmation of independence provided by them. The Nomination Committee believes that they are independent. Mr. Choi and Mr. SJ Chan,
LETTER FROM THE BOARD
who are members of the Nomination Committee, had abstained from voting at the meeting of the Nomination Committee in which their respective independence was being considered.
Biographical details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
RECOMMENDATION OF THE NOMINATION COMMITTEE ON RE-ELECTION OF DIRECTORS
On 17 March 2025, the Nomination Committee, having reviewed the composition of the Board, nominated Dr. Chan, Ms. Cheng, Mr. Choi and Mr. SJ Chan to the Board for it to recommend to the Shareholders for re-election at the AGM. Mr. Choi was the chairman, and Mr. SJ Chan, Ms. Chan and Ms. Leung were the members of the Nomination Committee. Mr. Choi and Mr. SJ Chan abstained from voting when the resolution in respect of their respective re-election was considered.
The nominations were made in accordance with the nomination policy and the nomination criteria (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience and qualifications, 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, details of which are set out in the 2024 annual report of the Company. The Nomination Committee was also satisfied with the respective contributions of Dr. Chan, Ms. Cheng, Mr. Choi and Mr. SJ Chan to the Board and their commitment to their roles.
On 17 March 2025, the Board accepted the Nomination Committee's nominations and recommended Dr. Chan and Ms. Cheng to stand for re-election as non-executive Directors, and Mr. Choi and Mr. SJ Chan to stand for re-election as independent non-executive Directors by the Shareholders at the AGM. The Board considers that the re-election of Dr. Chan and Ms. Cheng as non-executive Directors, and Mr. Choi and Mr. SJ Chan as independent non-executive Directors is in the best interest of the Company and the Shareholders as a whole. Each of Dr. Chan, Ms. Cheng, Mr. Choi and Mr. SJ Chan abstained from the discussion and voting at the Board meeting regarding their respective nominations.
Mr. Choi and Mr. SJ Chan have been serving as the independent non-executive Directors of the Company before the Shares were first listed on the Stock Exchange in 2019. Taking into consideration of each of Mr. Choi and Mr. SJ Chan's valuable contributions, impartiality and independent judgment demonstrated at meetings of the Board and various Board committees and their respective contributions to the Board in the past, the Board is satisfied that each of Mr. Choi and Mr. SJ Chan has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director. Each of Mr. Choi and Mr. SJ Chan's qualifications and related expertise will continue to bring a wide range of business expertise to the Board.
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LETTER FROM THE BOARD
The Nomination Committee is of the view that Mr. Choi and Mr. SJ Chan have extensive experience in different fields and professions that are relevant to the Company's business. In addition, the Nomination Committee considers their respective education, qualifications and experience would allow them to provide valuable and relevant insights and contribute to the diversity of the Board with their different skills and expertise, which is in line with the Board diversity policy of the Company. For details of the biographical background of Mr. Choi and Mr. SJ Chan, please refer to Appendix II to this circular.
Further information about the Board's composition, diversity (including their gender, age, expertise, skills and qualifications) and Directors' attendance record at Board meetings and Board committee meetings has been disclosed in the corporate governance report of the 2024 annual report of the Company.
RE-APPOINTMENT OF AUDITOR
Ernst & Young will retire as the independent Auditor at the AGM and, being eligible, offer themselves for re-appointment. Details of the re-appointment of the independent Auditor are set out in the ordinary resolution as referred to in resolution numbered 3 of the AGM Notice.
CLOSURE OF REGISTER OF MEMBERS
To ascertain the entitlement of the Shareholders to attend and to vote at the AGM, the Register of Members will be closed from Wednesday, 21 May 2025 to Monday, 26 May 2025, both dates inclusive, the period during which no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Share Registrar for registration not later than 4:30 p.m. on Tuesday, 20 May 2025.
Subject to the approval of the Shareholders at the AGM approving the payment of the Final Dividend, to ascertain the entitlement of the Shareholders to receive the Final Dividend, the Register of Members will be closed from Friday, 30 May 2025 to Monday, 2 June 2025, both dates inclusive, the period during which no transfer of Shares will be effected. The Final Dividend, if approved at the AGM, is expected to be paid on or before Wednesday, 11 June 2025 to the Shareholders whose names appear on the Register of Members on Monday, 2 June 2025. In order to qualify for receiving the Final Dividend, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Share Registrar not later than 4:30 p.m. on Thursday, 29 May 2025.
AGM AND PROXY ARRANGEMENT
The notice convening the AGM to be held at 11:00 a.m. on Monday, 26 May 2025 at Workshop A, 7th Floor, Reason Group Tower, No. 403 Castle Peak Road — Kwai Chung, Kwai Chung, New Territories, Hong Kong is set out on pages 22 to 26 of this circular. Ordinary resolutions will be proposed at the AGM for the purpose of considering and, if thought fit, approving the resolutions proposed in the AGM Notice.
LETTER FROM THE BOARD
A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to read this circular and complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Share Registrar as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
VOTING AT THE AGM
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, 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 AGM will be voted by way of a poll by the Shareholders. An announcement will be made by the Company after the AGM, in the manner prescribed under Rule 13.39(5) of the Listing Rules, on the poll results of the AGM after being verified by the scrutineer.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this circular misleading.
RECOMMENDATIONS
The Directors believe that the proposed resolutions as set out in the AGM Notice, including, among other things, the proposed resolutions in relation to payment of the Final Dividend, granting of the Issue Mandate and the Repurchase Mandate to the Directors, granting of the extension mandate to extend the Issue Mandate, re-election of retiring Directors and re-appointment of the Auditor are in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all the Shareholders to vote in favour of the above resolutions to be proposed at the AGM.
GENERAL INFORMATION
Your attention is also drawn to the information set out in the appendices to this circular.
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LETTER FROM THE BOARD
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By order of the Board
TOWN RAY HOLDINGS LIMITED
Chan Kam Kwong Charles
Chairman and non-executive Director
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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
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.
- SHARE CAPITAL
As at the Latest Practicable Date, a total of 359,000,000 Shares were in issue. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares and did not hold any Treasury Shares.
Assuming that no further Shares are issued or repurchased during the period from the Latest Practicable Date until the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 35,900,000 Shares, representing not more than 10% of the issued share capital of the Company as at the Latest Practicable Date.
- REASONS FOR REPURCHASES
The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company. 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 when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. The number of the 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. The Directors wish to state that there is no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.
- SOURCE OF FUNDS AND IMPACT OF REPURCHASES
The Company is empowered by the Articles to repurchase its Shares. In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Listing Rules, the Memorandum, the Articles, the applicable laws of the Cayman Islands and all other applicable laws, rules and regulations, as the case may be.
The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange in effect from time to time.
Subject to the foregoing, any repurchase of the Shares by the Company may be made out of profits of the Company, out of share premium, or out of the proceeds of a fresh issue of the Shares made for the purpose of the repurchase or, subject to the Companies Act, out of capital. Any amount of premium payable on the purchase over the par value of the Shares to be repurchased must be out of profits of the Company, out of the Company's share premium account before or at the time the Shares are repurchased or, subject to the Companies Act, out of capital.
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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
As compared with the position disclosed in the audited consolidated financial statements of the Group as at 31 December 2024, the Directors consider that there could be a material adverse impact on the working capital and on the gearing level of the Company in the event that the proposed repurchases under the Repurchase Mandate were to be carried out in full during the proposed purchase period. However, 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 its gearing level which, in the opinion of the Directors, are from time to time appropriate for the Company.
4. NO UNUSUAL FEATURES
So far as the same may be applicable, the Directors will exercise the power of the Company to make repurchases pursuant to the proposed resolution for the Repurchase Mandate in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands.
Neither this explanatory statement nor the proposed repurchase of Shares pursuant to the Repurchase Mandate has any unusual features.
5. INTENTION TO SELL SHARES
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates has any present intention, in the event that the proposed resolution for the Repurchase Mandate is approved by the Shareholders, to sell any of their Shares to the Company pursuant to the Repurchase Mandate.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell their Shares to the Company or has undertaken not to sell any of their Shares to the Company, in the event that the Company is authorised to make repurchases of the Shares.
6. CONSEQUENCES UNDER THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If, as a result of a repurchase of the Shares by the Company pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the Company’s voting rights increases, such increase will be treated as an acquisition for the purposes 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 in the Shareholders’ 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 consequence which would arise under the Takeovers Code as a result of any repurchase pursuant to the Repurchase Mandate.
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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
As at the Latest Practicable Date, the following Shareholders had interests representing 10% or more of the issued share capital of the Company:
| Person/corporation | Capacity/nature of interest | Number of Shares held/ interested | Approximate percentage of total issued Shares
As at the Latest Practicable Date | If Repurchase Mandate is exercised in full |
| --- | --- | --- | --- | --- |
| Modern Expression Limited (“Modern Expression”) | Beneficial owner (Note 1) | 213,640,000 | 59.51% | 66.12% |
| Dr. Chan | Interest in a controlled corporation (Note 2)
Interest of spouse (Note 4) | 220,446,000 | 61.41% | 68.23% |
| Ms. Cheng | Interest in a controlled corporation (Note 2)
Beneficial owner (Note 3) | 220,446,000 | 61.41% | 68.23% |
Notes:
1. Modern Expression is wholly owned by Dr. Chan and Ms. Cheng jointly. Dr. Chan and Ms. Cheng are spouses.
2. 213,640,000 Shares are registered in the name of Modern Expression, which is wholly owned by Dr. Chan and Ms. Cheng jointly. Under the SFO, each of Dr. Chan and Ms. Cheng is deemed to be interested in all the Shares registered in the name of Modern Expression.
3. Ms. Cheng is the beneficial owner of 6,806,000 Shares in the Company, representing approximately 1.90% of the issued share capital of the Company.
4. Ms. Cheng is the spouse of Dr. Chan. Under the SFO, Dr. Chan is deemed to be interested in all the Shares in which Ms. Cheng is interested.
The Directors will not exercise the Repurchase Mandate if the repurchase would result in the number of the Shares which are in the hands of the public falling below 25% of the total number of the issued Shares (or such other percentage as may be prescribed as the minimum public shareholding under the Listing Rules).
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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
7. SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:
| Price per Share | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| April | 2.89 | 2.74 |
| May | 2.87 | 2.70 |
| June | 2.78 | 2.50 |
| July | 2.63 | 2.31 |
| August | 2.68 | 2.43 |
| September | 2.75 | 2.52 |
| October | 2.80 | 2.70 |
| November | 2.74 | 2.54 |
| December | 2.80 | 2.51 |
| 2025 | ||
| January | 2.78 | 2.68 |
| February | 2.68 | 2.58 |
| March | 2.81 | 2.63 |
| April (up to the Latest Practicable Date) | 2.81 | 2.27 |
8. SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares has been made by the Company or any of its subsidiaries (whether on the Stock Exchange or otherwise) for the year ended 31 December 2024 and up to the Latest Practicable Date.
9. TREASURY SHARES
For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, 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, which may include approval by the Board that (i) the Company will not (or will 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; and (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 relevant dividends or distributions.
If the Company undertakes Share repurchase, the Company may (i) cancel the repurchased Shares; and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made.
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT AGM
The following are the particulars of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.
NON-EXECUTIVE DIRECTORS
Dr. Chan Kam Kwong Charles
Dr. Chan Kam Kwong Charles (陳鑑光博士), aged 66, is one of the founders of our Group. He was appointed as a Director on 28 September 2017 and was re-designated as a non-executive Director on 28 February 2019. He also serves as the chairman of our Board. He provides advice to our Group in the overall strategic planning, development planning and investment planning. He is also a director of Town Ray Investments (BVI) Limited, Town Ray Development Limited, Town Ray Enterprises Limited, Town Ray Hong Kong Limited, Tunbow Group Limited, Leighton 2338 Properties Limited, Leighton 2348 Properties Limited, Kwun Tong 1008 Properties Limited, RGT 1238 Properties Limited, Town Ray Business Development & Marketing Limited and Town Ray Electrical (Huizhou) Limited. Dr. Chan is the husband of Ms. Cheng, a non-executive Director.
Dr. Chan has over 48 years of experience in the household appliances industry. He worked at Dixons Stores Group (Far East) Limited from January 1977 to October 1993 with the first position as assistant buyer and the last positions as senior buyer and director. He was a director of Town Ray International Limited from July 1994 to April 2015. He was a director of Tunbow Limited from July 1992 to November 1993 and rejoined as a director since March 1994. He has been a director of Tunbow Industries Limited and Tunbow Electrical Limited since November 1993 and July 1995, respectively. He has been a director of Tunbow Electrical (Huizhou) Limited and Tunbow Electronics Limited since December 2005 and April 2007, respectively. He became a director of Tunbow Group Limited in September 2017.
Dr. Chan became a fellow of The Hong Kong Institute of Directors in January 2007 and of the Canadian Chartered Institute of Business Administration in September 2009. In May 2010, Dr. Chan was awarded the 12th World Outstanding Chinese Award (世界傑出華人獎) by the World Chinese Business Investment Foundation (世界華商投資基金會). He also won the Outstanding Entrepreneurship Award at the Asia Pacific Entrepreneurship Awards 2011 organised by Enterprise Asia in July 2011. Since July 2019 and July 2023, Dr. Chan had been appointed as the president and chairman of the committee of the Hong Kong Mould and Product Technology Association, respectively. Since September 2019, he has been appointed as the vice president of the 12th council of the Hong Kong Federation of Innovative Technologies and Manufacturing Industries. Dr. Chan was conferred an honorary doctorate degree in engineering from Lincoln University in September 2009. Dr. Chan attended secondary education till 1977.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT AGM
Dr. Chan has entered into a service agreement with the Company, pursuant to which he has agreed to act as a non-executive Director for a fixed term of three years commencing from 25 October 2019, which is the date of the listing of the Company, and renewable automatically for successive terms of three years upon the expiry of the term, subject to early termination by either party in accordance with the terms thereof. Under the said service agreement, Dr. Chan is entitled to an annual remuneration of HK$2,004,000 and discretionary bonus. Dr. Chan is subject to retirement by rotation and re-election at the AGM in accordance with the Articles.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Dr. Chan has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas.
As at the Latest Practicable Date, Modern Expression was the beneficial owner of 213,640,000 Shares. The entire issued share capital of Modern Expression was jointly owned by Dr. Chan and Ms. Cheng. Under the SFO, Dr. Chan is deemed to be interested in the same number of Shares held by Modern Expression. In addition, since Ms. Cheng beneficially owned 6,806,000 Shares and Ms. Cheng is the spouse of Dr. Chan, under the SFO, Dr. Chan is deemed to be interested in the same number of Shares held by Ms. Cheng. As such, Dr. Chan was interested in a total of 220,446,000 Shares, representing 61.41% of the total number of issued Shares as at the Latest Practicable Date. Save as disclosed above, Dr. Chan did not have, and was not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Dr. Chan that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there any other matters concerning Dr. Chan that needs to be brought to the attention of the Shareholders.
Ms. Cheng Yuk Sim Connie, MH
Ms. Cheng Yuk Sim Connie, MH (鄭玉而女士) (also known as Ms. Cheng Yuk Yee Connie (鄭玉而女士)), aged 67, is one of the founders of our Group. She was appointed as a Director on 28 September 2017 and was re-designated as a non-executive Director on 28 February 2019. She provides advice to our Group in the overall finance control, operation management and human resource management. She is also a director of Town Ray Investments (BVI) Limited, Town Ray Development Limited, Town Ray Enterprises Limited, Town Ray Hong Kong Limited, Tunbow Group Limited, Leighton 2338 Properties Limited, Leighton 2348 Properties Limited, Kwun Tong 1008 Properties Limited, RGT 1238 Properties Limited, Town Ray Business Development & Marketing Limited and Town Ray Electrical (Huizhou) Limited. Ms. Cheng is the spouse of Dr. Chan, chairman of our Board and a non-executive Director, and the aunt of Mr. Lee Kwok Ho and aunt-in-law of Mr. Luk Hok Keung, both of whom are members of our senior management.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT AGM
Ms. Cheng has over 47 years of experience in management and marketing in the household appliances industry. Ms. Cheng joined Goodway Electrical Company, Limited in 1978 as a quality inspector and was a director from April 1989 to June 1994. She has been a director of Tunbow Electrical Limited since September 1994. She has been a director of Tunbow Electrical (Huizhou) Limited and Tunbow Electronics Limited since December 2005 and April 2007, respectively. She became a director of Tunbow Group Limited in September 2017.
In May 2010, Ms. Cheng was awarded the 12th World Outstanding Chinese Award (世界傑出華人獎) by the World Chinese Business Investment Foundation (世界華商投資基金會). Since October 2010, Ms. Cheng has been appointed as an honorary vice president of the Hong Kong Electrical Appliance Industries Association (formerly known as the Hong Kong Electrical Appliances Manufacturers Association). She was awarded with the Medal of Honor by the Hong Kong Government in 2014. Ms. Cheng attended secondary education till 1979.
Ms. Cheng has entered into a service agreement with the Company, pursuant to which she has agreed to act as a non-executive Director for a fixed term of three years commencing from 25 October 2019, which is the date of the listing of the Company, and renewable automatically for successive terms of three years upon the expiry of the term, subject to early termination by either party in accordance with the terms thereof. Under the said service agreement, Ms. Cheng is entitled to an annual remuneration of HK$1,800,000 and discretionary bonus. Ms. Cheng is subject to retirement by rotation and re-election at the AGM in accordance with the Articles.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Ms. Cheng has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas.
As at the Latest Practicable Date, Modern Expression was the beneficial owner of 213,640,000 Shares. The entire issued share capital of Modern Expression was jointly owned by Dr. Chan and Ms. Cheng. Under the SFO, Ms. Cheng is deemed to be interested in the same number of Shares held by Modern Expression. In addition, Ms. Cheng beneficially owned 6,806,000 Shares. As such, Ms. Cheng was interested in a total of 220,446,000 Shares, representing 61.41% of the total number of issued Shares as at the Latest Practicable Date. Save as disclosed above, Ms. Cheng did not have, and was not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Ms. Cheng that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there any other matters concerning Ms. Cheng that needs to be brought to the attention of the Shareholders.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT AGM
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Choi Chi Leung Danny
Mr. Choi Chi Leung Danny (蔡志良先生), aged 70, was appointed as an independent non-executive Director on 3 October 2019. He is the chairperson of the Nomination Committee and a member of the Audit Committee and the Remuneration Committee.
Mr. Choi has approximately 44 years of relevant experience in the industry. He worked as a clerk at Electrical & Electronics Limited from September 1973 to February 1979. He was a founder and director of Ronford Industrial Limited, a company engaging in manufacturing and sale of electrical products, from January 1981 to July 1984 and of Neumax Industrial Limited, a company engaging in manufacturing and sale of electrical products, from September 1984 to September 2018. From October 2014 to August 2019, he was a director of Naree International Limited, a company providing environmental consulting services.
Mr. Choi completed his secondary education in 1972.
Mr. Choi has entered into an appointment letter with the Company, pursuant to which he has agreed to act as an independent non-executive Director for a fixed term of one year commencing from 25 October 2019, and renewable automatically for successive terms of one year upon the expiry of the term, subject to early termination by either party in accordance with the terms thereof. Under the said appointment letter, Mr. Choi is entitled to an annual remuneration of HK$252,000. Mr. Choi is subject to retirement by rotation and re-election at the AGM in accordance with the Articles.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Choi has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas.
As at the Latest Practicable Date, Mr. Choi did not have, and was not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Choi that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there any other matters concerning Mr. Choi that needs to be brought to the attention of the Shareholders.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT AGM
Mr. Chan Shing Jee
Mr. Chan Shing Jee (陳承志先生), aged 38, was appointed as an independent non-executive Director on 3 October 2019. He is the chairperson of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee.
He has over 15 years of work experience. He was a junior client service associate of Morgan Stanley from January 2010 to March 2011 and a client servicing officer of Bank of East Asia from March 2011 to March 2013. He also works as a business manager of Prudential Hong Kong Limited since March 2015. He worked at Mega Marketing & Media Company Limited as senior project director from March 2016 to August 2016 and at Cobot Business Strategy Limited as an investment manager from September 2016 to April 2017. He was a project director of Vibes Management Company Limited from November 2016 to July 2018. He has been an administration executive of Fleming International Limited, a wholly-owned subsidiary of Hyfusin Group Holdings Limited (stock code: 8512) since August 2018 to February 2021.
He graduated from University College London with a bachelor's degree in chemical engineering in August 2008 and obtained a level 4 foundation diploma in art and design from the University of the Arts London in August 2008. He subsequently obtained a master's degree of science in technology entrepreneurship in November 2009.
In addition, he is active in charitable activities. He has been an executive committee member of The Yuen Yuen Institute since February 2005 and a director of Yan Chai Hospital since April 2017. He has also been a director of The Hong Kong Taoist Association since January 2015, a school manager of Hong Kong Taoist Association The Yuen Yuen Institute No. 1 Secondary School since May 2014, a school manager of Hong Kong Taoist Association The Yuen Yuen Institute No. 2 Secondary School from May 2014 to May 2019 and since November 2019, a school manager of Hong Kong Taoist Association The Yuen Yuen Institute No. 3 Secondary School since May 2014, a school manager of The Yuen Yuen Institute MFBM Nei Ming Chan Lui Chung Tak Memorial College since July 2013, a school manager of Hong Kong Taoist Association The Yuen Yuen Institute Chan Lui Chung Tak Memorial School since September 2013, a school manager of Hong Kong Taoist Association Yuen Yuen Kindergarten (Fu Shin Estate) since July 2016 and a school manager of Hong Kong Taoist Association Yuen Yuen Kindergarten since July 2016. He also acted as a director of Lifeline Express Hong Kong Foundation from January 2013 to December 2018. Since August 2024, he has been appointed as a member of the Board of Governors of the Hong Kong Adventist Hospital Foundation - Tsuen Wan.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT AGM
Mr. SJ Chan has entered into an appointment letter with the Company, pursuant to which he has agreed to act as an independent non-executive Director for a fixed term of one year commencing from 25 October 2019, and renewable automatically for successive terms of one year upon the expiry of the term, subject to early termination by either party in accordance with the terms thereof. Under the said appointment letter, Mr. SJ Chan is entitled to an annual remuneration of HK$252,000. Mr. SJ Chan is subject to retirement by rotation and re-election at the AGM in accordance with the Articles.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. SJ Chan has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas.
As at the Latest Practicable Date, Mr. SJ Chan did not have, and was not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. SJ Chan that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there any other matters concerning Mr. SJ Chan that needs to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
Town Ray Holdings Limited
登輝控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1692)
NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Town Ray Holdings Limited (the "Company") will be held at 11:00 a.m. on Monday, 26 May 2025 at Workshop A, 7th Floor, Reason Group Tower, No. 403 Castle Peak Road — Kwai Chung, Kwai Chung, New Territories, Hong Kong for the following purposes.
The capitalised terms used herein shall have the same meaning ascribed to them in the circular of the Company dated 17 April 2025 (the "Circular").
ORDINARY RESOLUTIONS
As ordinary business to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:
- To receive, consider and adopt the audited consolidated financial statements and the reports of the Directors and independent Auditor of the Company and its subsidiaries for the year ended 31 December 2024.
- To approve the payment of a final dividend of HK16.1 cents per Share for the year ended 31 December 2024.
- To re-appoint Ernst & Young as the Auditor and to authorise the Board to fix the Auditor's remuneration.
-
(a) To re-elect Dr. Chan Kam Kwong Charles as a non-executive Director and authorise the Board to fix his remuneration.
(b) To re-elect Ms. Cheng Yuk Sim Connie as a non-executive Director and authorise the Board to fix her remuneration.
(c) To re-elect Mr. Choi Chi Leung Danny as an independent non-executive Director and authorise the Board to fix his remuneration.
(d) To re-elect Mr. Chan Shing Jee as an independent non-executive Director and authorise the Board to fix his remuneration.
(e) To authorise the Board to fix the remuneration of the Directors. -
22 -
NOTICE OF ANNUAL GENERAL MEETING
- "THAT:
(a) a general unconditional mandate be and is hereby given to the Directors to exercise all powers of the Company to allot, issue and deal with the Shares or securities convertible into such Shares or options, warrants or similar rights to subscribe for any such Shares or such convertible securities (including the power to make or grant any offers, agreements or options (including bonds, warrants and debentures convertible into Shares) and rights of exchange or conversion which would or might require the exercise of all such powers) subject to a restriction that the aggregate number of securities allotted or agreed to be allotted, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of the Shares in lieu of the whole or part of a dividend on the Shares in accordance with the Articles;
(iii) the exercise of options granted under any share option scheme or other similar arrangement adopted by the Company for the grant or issue to the employees, officers, Directors and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire the Shares;
(iv) the exercise of any right of subscription or conversion under the terms of any bonds, warrants or debentures which may be issued by the Company or any securities which are convertible into the Shares; or
(v) a specific authority granted by the Shareholders in a general meeting,
shall not exceed 20% of the number of the issued Shares (excluding Treasury Shares) as at the date of the passing of this resolution;
(b) the aforesaid mandate shall authorise the Directors to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares) and rights of exchange or conversion which would or might require the exercise of such powers either during or after the end of the period mentioned in paragraph (c) below;
- 23 -
NOTICE OF ANNUAL GENERAL MEETING
(c) the aforesaid mandate shall remain in effect from the date of passing of this resolution until (i) the conclusion of the next annual general meeting of the Company; or (ii) the date by which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or (iii) the passing of an ordinary resolution by Shareholders in a general meeting revoking, renewing or varying the mandate given to the Directors, whichever occurs first;
(d) for the purpose of this resolution, "Right Issue" means an offer of Shares or offer or issue of warrants or options or other securities giving rights to subscribe for the Shares open for a period fixed by the Directors to holders of the Shares on the Register of Members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical problems, restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of the Shares by way of rights shall be construed accordingly; and
(e) Any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of Treasury Shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations."
- "THAT:
(a) a general unconditional mandate be and is hereby given to the Directors authorising them to exercise all the powers of the Company to purchase or repurchase on the Stock Exchange or on any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or of any other stock exchange as amended from time to time, the Shares not exceeding 10% of the number of the issued Shares (excluding Treasury Shares) as at the date of the passing of this resolution; and
(b) the aforesaid mandate shall remain in effect from the date of passing of this resolution until (i) the conclusion of the next annual general meeting of the Company; or (ii) the date by which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or (iii) the passing of an ordinary resolution by Shareholders in a general meeting revoking, renewing or varying the mandate given to the Directors, whichever occurs first."
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT:
conditional upon the ordinary resolutions numbered 5 and numbered 6 as set out in the notice convening the AGM being duly passed (with or without amendments), the general unconditional mandate granted to the Directors to exercise all powers of the Company to allot, issue and deal with Shares pursuant to the resolution set out in the said resolution numbered 5 be and is hereby extended by the addition to the number of Shares which may be issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with by the Directors pursuant to such general mandate of an amount representing the number of the issued Shares purchased or repurchased by the Company pursuant to the general mandate referred to in the said resolution numbered 6."
By Order of the Board
TOWN RAY HOLDINGS LIMITED
Chan Kam Kwong Charles
Chairman and non-executive Director
Hong Kong, 17 April 2025
Notes:
-
A member of the Company entitled to attend and vote at the AGM shall be entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead. A member who is the holder of two or more Shares may appoint more than one proxy. A proxy needs not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the AGM and voting in person should he/she/it so wish. In such event, his/her/its form of proxy will be deemed to be revoked.
-
A form of proxy for the AGM is enclosed. 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 notarially certified copy of such power or authority, shall be deposited at the Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
-
Where there are joint registered holders of any Share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Share as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such Share shall alone be entitled to vote in respect thereof.
-
To ascertain the members' entitlement to attend and vote at the AGM, the Register of Members will be closed from Wednesday, 21 May 2025 to Monday, 26 May 2025, both dates inclusive, the period during which no transfer of the Shares will be effected. In order to be eligible to attend and vote at the AGM, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 20 May 2025.
-
An explanatory statement containing further details regarding resolution numbered 6 above is set out in Appendix I to the Circular of which this notice of AGM forms part.
NOTICE OF ANNUAL GENERAL MEETING
-
Details of the retiring Directors proposed to be re-elected as Directors are set out in Appendix II to the Circular.
-
If Typhoon signal number 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the AGM, the meeting will be postponed. The Company will post an announcement on the website of the Company at www.townray.com and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.
As at the date of this notice, the Board comprises Mr. Chan Wai Ming, Mr. Chiu Wai Kwong, Ms. Tang Mei Wah and Dr. Yu Kwok Wai as executive Directors; Dr. Chan Kam Kwong Charles and Ms. Cheng Yuk Sim Connie as non-executive Directors; and Mr. Choi Chi Leung Danny, Mr. Chan Shing Jee, Ms. Chan Tak Yi and Ms. Leung Lai Yee Edwina as independent non-executive Directors.
- 26 -