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Tradelink Electronic Commerce Limited Proxy Solicitation & Information Statement 2025

Apr 8, 2025

49280_rns_2025-04-08_5915800a-8630-4e8f-84bd-78e5f7d289cb.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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Tradelink Electronic Commerce Limited

貿易通電子貿易有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 536)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting ("AGM") of Tradelink Electronic Commerce Limited (the "Company") will be held on Friday, 16 May 2025 at 2:00 p.m. ("2025 AGM") at Function Room A, Hotel COZi • Oasis, Tsuen Wan, 443 Castle Peak Road, Kwai Chung, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company.

Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 8 April 2025.

  1. To receive and adopt the audited financial statements of the Group, the directors' report and the report of the auditor for the year ended 31 December 2024.
  2. To declare a final dividend for the year ended 31 December 2024.
  3. To re-elect the following retiring Directors:

(i) To re-elect Mr. YUEN Wing Sang Vincent as a Non-executive Director.
(ii) To re-elect Mr. YUEN Man Chung, S.B.S. as an Executive Director.

  1. To re-elect Mr. CHAK Hubert (who has served more than nine years) as an Independent Non-executive Director.
  2. To authorise the Board to fix the remuneration of Directors.
  3. To re-appoint KPMG as auditor of the Company and to authorise the Board to fix its remuneration.

  1. THAT a general unconditional mandate be given to the Directors to allot, issue and deal with new Shares or securities convertible into Shares in the unissued share capital of the Company, including the entering into of any agreements or the granting of any options to do any of the foregoing, provided that the total number of Shares allotted or agreed to be allotted by the Directors pursuant thereto, otherwise than pursuant to a rights issue, or any allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association, shall not exceed 20% of the total number of issued Shares as at the date of this resolution and such mandate shall remain in effect until (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required by any applicable law or by the Articles of Association to be held; or (iii) it is revoked or varied by an ordinary resolution of the Shareholders in a general meeting, whichever is the earliest.

By Order of the Board
Tradelink Electronic Commerce Limited
Dr. LEE Harry Nai Shee, S.B.S., J.P.
Chairman

Hong Kong, 8 April 2025

Notes:

  1. Any Shareholder entitled to attend and vote at the 2025 AGM is entitled to appoint one or more proxies to attend and, on a poll, vote in his/her stead. A proxy need not be a Shareholder.

  2. Where there are joint registered holders of any Share, any one of such persons may vote at the 2025 AGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the 2025 AGM personally or by proxy, 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.

  3. The form of proxy duly completed and signed in accordance with the instructions printed thereon and the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of such power of attorney or authority) must be deposited at the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the 2025 AGM (or any adjournment thereof), otherwise the form of proxy shall not be treated as valid. The completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the 2025 AGM (or any adjournment thereof) should they so wish.

  4. At the 2025 AGM, the Chairman of the meeting will put each of the above resolutions to the vote by way of a poll pursuant to Rule 13.39(4) of the Listing Rules.


  1. The register of members of the Company will be closed from Tuesday, 13 May 2025 to Friday, 16 May 2025, both days inclusive, during which period no transfer of Shares will be registered to determine the Shareholders' entitlement to attend and vote at the 2025 AGM. The record date for determining the Shareholders' entitlement to attend and vote at the 2025 AGM is Friday, 16 May 2025. In order to qualify to attend and vote at the 2025 AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration, no later than 4:30 p.m. on Monday, 12 May 2025.

  2. The register of members of the Company will be closed from Friday, 23 May 2025 to Tuesday, 27 May 2025, both days inclusive, during which period no transfer of Shares will be registered to determine the Shareholders' entitlement to the final dividend. The record date for determining the Shareholders' entitlement to the final dividend is Friday, 23 May 2025. In order to qualify for the final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration, no later than 4:30 p.m. on Thursday, 22 May 2025.

  3. Concerning resolutions 3(i), 3(ii) and 4 above, Mr. YUEN Wing Sang Vincent, Mr. YUEN Man Chung, S.B.S. and Mr. CHAK Hubert will retire as Directors at the 2025 AGM and, being eligible, have offered themselves for re-election. Details of the above Directors for re-election are set out in Appendix I to the circular of the Company dated 8 April 2025.

  4. Concerning resolution 7 above, the Directors wish to state that they have no immediate plans to issue any new Shares. Approval is being sought from Shareholders as a general mandate for the purposes of Sections 140 and 141 of the Companies Ordinance (Cap. 622, Laws of Hong Kong) and the Listing Rules.

  5. In the event of any inconsistency between the Chinese translation and the English text thereof, the English text shall prevail.

As at the date of this notice, the Board comprises

Non-executive Directors: Dr. LEE Harry Nai Shee, S.B.S., J.P. (Chairman), Dr. LEE Delman and Mr. YUEN Wing Sang Vincent;

Independent Non-executive Directors: Mr. CHAK Hubert, Mr. CHAU Tak Hay, Ms. CHEUNG Ho Ling Honnus and Mr. LIN Sun Mo Willy, G.B.S., J.P., FCILT; and

Executive Directors: Mr. YUEN Man Chung, S.B.S. and Mr. CHENG Chun Chung Andrew.