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TUHU Car Inc. — Proxy Solicitation & Information Statement 2025
May 13, 2025
51138_rns_2025-05-12_ba290617-d773-4f0b-bf9c-117d6a256a08.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in TUHU Car Inc., you should at once hand this circular, together with the enclosed form of proxy, 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.
该类汽车
TUHU Car Inc.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9690)
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES
(INCLUDING SALE OR TRANSFER OF TREASURY SHARES)
PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
AND
NOTICE OF THE ANNUAL GENERAL MEETING
A notice convening the annual general meeting of TUHU Car Inc. to be held at Meeting Room No. 19, 7/F, Building 24, Caohejing Technology Oasis Phase 3, No. 1999 Yishan Road, Minhang District, Shanghai, PRC on Friday, 6 June 2025 at 11:00 a.m. is set out on pages 18 to 21 of this circular. A form of proxy for use at the annual general meeting is also enclosed, and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.tuhu.cn).
Whether or not you are able to attend the annual general meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible, but in any event not less than 48 hours before the time appointed for holding the meeting (i.e. not later than 11:00 a.m. on Wednesday, 4 June 2025) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting should you so wish. For the avoidance of doubt, holders of treasury Shares (if any) shall abstain from voting at the Company's general meeting.
Reference to time and dates in this circular are to Hong Kong time and dates.
13 May 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 4
- Proposed Granting of General Mandate to Repurchase Shares 5
- Proposed Granting of General Mandate to Issue Shares (Including Sale or Transfer of Treasury Shares) 5
- Proposed Re-election of the Retiring Directors 6
- AGM and Proxy Arrangement 7
- Responsibility Statement 9
- Recommendation 9
- General Information 9
Appendix I - Explanatory Statement on the Share Repurchase Mandate 10
Appendix II - Details of the Retiring Directors Proposed to be Re-elected at the AGM 14
Notice of the Annual General Meeting 18
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be held at Meeting Room No. 19, 7/F, Building 24, Caohejing Technology Oasis Phase 3, No. 1999 Yishan Road, Minhang District, Shanghai, PRC on Friday, 6 June 2025 at 11:00 a.m., or any adjournment thereof
"Articles of Association"
the articles of association of the Company, as amended from time to time
"Board"
the board of Directors of the Company
"CCASS"
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
"Class A Share(s)"
Class A ordinary share(s) in the share capital of our Company with a par value of US$0.00002 each, conferring a holder of a Class A Share one vote per share on any resolution tabled at our Company's general meetings
"Class B Share(s)"
Class B ordinary share(s) in the share capital of our Company with a par value of US$0.00002 each, conferring weighted voting rights in our Company such that a holder of a Class B Share is entitled to ten votes per share on any resolution tabled at our Company's general meetings, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per share
"close associate(s)"
has the meaning ascribed thereto under the Listing Rules
"Company"
TUHU Car Inc., an exempted company with limited liability incorporated in the Cayman Islands on 8 July 2019, and whose Class A Shares are listed on the Stock Exchange
"Director(s)"
the director(s) of the Company
"Group"
our Company and its subsidiaries from time to time
- 1 -
DEFINITIONS
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
6 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular
"Listing Date"
26 September 2023, the date on which the Class A Shares were listed on the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
"PRC"
the People's Republic of China
"Reserved Matters"
those matters with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Articles of Association, being: (i) any amendment to the memorandum of articles of the Company or Articles of Association, including the variation of the rights attached to any class of Shares; (ii) the appointment, election or removal of any independent non-executive Director; (iii) the appointment or removal of the Auditor; and (iv) the voluntary liquidation or winding-up of the Company
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Share(s)"
the Class A Shares and/or Class B Shares in the share capital of the Company, as the context so requires (save for any treasury Shares, the holders of which shall abstain from voting at the Company's general meetings for the purpose of the Listing Rules)
- 2 -
DEFINITIONS
"Share Issue Mandate"
the general mandate to Directors to exercise the power of the Company to allot, issue and deal with new Class A Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing the ordinary resolution approving such mandate
"Share Repurchase Mandate"
the general mandate to Directors to exercise the power of the Company to repurchase Shares not exceeding 10% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing the ordinary resolution approving such mandate
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Code on Takeovers and Mergers issued by the Securities and Futures Commission
"treasury Shares"
has the meaning ascribed thereto under the Listing Rules
"US$"
United States dollars, the lawful currency of the United States of America
"weighted voting rights"
has the meaning ascribed thereto under the Listing Rules
"WVR Beneficiary"
has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Chen Min, being the ultimate holder of the Class B Shares, entitling him to weighted voting rights
"%"
per cent
- 3 -
LETTER FROM THE BOARD
德虎赛车
TUHU Car Inc.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9690)
Executive Directors:
Mr. Chen Min (Chairman and Chief Executive Officer)
Mr. Hu Xiaodong (President)
Non-executive Director:
Mr. Yao Leiwen
Independent Non-executive Directors:
Ms. Yan Huiping
Mr. Feng Wei
Mr. Wang Jingbo
Registered Office:
PO Box 309, Ugland House
Grand Cayman KY1-1104
Cayman Islands
Headquarters:
8/F, Building 24
1999 Yishan Road
Minhang District
Shanghai
The People's Republic of China
Principal Place of Business in Hong Kong:
46/F, Hopewell Center
183 Queen's Road East
Wan Chai
Hong Kong
13 May 2025
To the Shareholders
Dear Sir/Madam
PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES
(INCLUDING SALE OR TRANSFER OF TREASURY SHARES)
PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
AND
NOTICE OF THE ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you a notice of the AGM, and to provide information in respect of the resolutions to be proposed at the AGM regarding the proposed granting of the Share Repurchase Mandate, the Share Issue Mandate and the proposed re-election of the retiring Directors.
LETTER FROM THE BOARD
2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
Pursuant to a resolution passed by the then Shareholders on 7 June 2024, the Directors were granted a general mandate to repurchase the Class A Shares on the Stock Exchange. Up to the Latest Practicable Date, such mandate, to the extent not fully utilised by the date of the AGM, will lapse at the conclusion of the AGM.
As at the Latest Practicable Date, the issued share capital of the Company comprised 820,657,124 Shares, out of which 752,738,264 were Class A Shares and 67,918,860 were Class B Shares.
In order to give the Company the flexibility to repurchase the Class A Shares if and when appropriate, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant to the Directors the Share Repurchase Mandate to repurchase the Class A Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding treasury Shares) as at the date of passing of the proposed ordinary resolution, details of which are set out in the proposed ordinary resolution 6 in the notice of the AGM (i.e. a maximum of 82,065,712 Class A Shares to be repurchased by the Company, on the basis that the total issued share capital of the Company of 820,657,124 Shares (excluding treasury Shares) remains unchanged from the Latest Practicable Date to the date of the AGM).
The Share Repurchase Mandate will expire upon whichever is the earliest of: (a) the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by any applicable laws to be held; and (c) revoked or varied by ordinary resolution of the shareholders in general meeting.
In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing the requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Share Repurchase Mandate is set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES (INCLUDING SALE OR TRANSFER OF TREASURY SHARES)
Pursuant to a resolution passed by the then Shareholders on 7 June 2024, the Directors were granted a general mandate to allot, issue and deal with Class A Shares. Such mandate, to the extent not utilised by the date of the AGM, will lapse at the conclusion of the AGM.
LETTER FROM THE BOARD
In order to give the Company the flexibility to issue Class A Shares (including sale or transfer of treasury Shares) if and when appropriate, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant to the Directors the Share Issue Mandate to allot, issue or deal with additional Class A Shares not exceeding 20% of the aggregate nominal value of the shares of the Company in issue (excluding treasury Shares) as at the date of passing of the proposed ordinary resolution, details of which are set out in the proposed ordinary resolution 7 in the notice of the AGM (i.e. a maximum of 164,131,424 Class A Shares to be issued by the Company, on the basis that the total issued share capital of the Company of 820,657,124 Shares (excluding treasury Shares) remains unchanged from the Latest Practicable Date to the date of the AGM).
In addition, an ordinary resolution will also be proposed at the AGM for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the total number of Class A Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the number of Shares purchased under the Share Repurchase Mandate (referred to in section 2 above), if granted. Details of the Share Issue Mandate and the extension of the Share Issue Mandate are respectively set out in resolutions 7 and 8 in the notice of the AGM.
The Share Issue Mandate will expire upon whichever is the earliest of: (a) the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by applicable laws to be held; and (c) revoked or varied by ordinary resolution of the shareholders in general meeting.
References herein to an allotment, issue or dealing with securities or Shares shall include a sale or transfer of treasury Shares held under the name of the Company pursuant to the applicable requirements under the Listing Rules.
4. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
Pursuant to the Articles of Association, Mr. Hu Xiaodong and Mr. Yao Leiwen shall retire at the AGM and, being eligible, will offer themselves for re-election at the AGM.
The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy and the Company's corporate strategy and the independence of the independent non-executive Directors. The Nomination Committee and the Board satisfied with all the retiring Director's contribution to the Company, which will continue to bring valuable
LETTER FROM THE BOARD
business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nomination Committee and the Board therefore recommended the re-election of all the retiring Directors who are due to retire at the AGM.
Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. Details of the retiring Directors are set out in Appendix II to this circular.
Subject to the requirements under the Listing Rules and the Articles of Association, a shareholder may nominate a person to stand for election as a Director.
5. AGM AND PROXY ARRANGEMENT
The notice of the AGM is set out on pages 18 to 21 of this circular. At the AGM, resolutions will be proposed to approve, among others, the granting of the Share Repurchase Mandate and the Share Issue Mandate, the extension of the Share Issue Mandate by the addition thereto of the number of Shares repurchased pursuant to the Share Repurchase Mandate and the re-election of the retiring Directors.
Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
Holders of treasury Shares (if any) shall abstain from voting on matters that require shareholders' approval at the Company's general meetings.
The Company is controlled through weighted voting rights. Holders of Class A Shares present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote per Share. Holders of Class B Shares present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have ten votes per Share (i.e. resolutions 1 to 4 and 6 to 8 in the notice of the AGM), save for resolution with respect to any Reserved Matters, in which case they shall have one vote per Share (i.e. resolution 5 regarding the proposed re-appointment of auditor, in the notice of the AGM). Holders of Class A Shares and Class B Shares shall at all times vote together as one class.
LETTER FROM THE BOARD
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.tuhu.cn). Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power of attorney or authority, to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 11:00 a.m. on Wednesday, 4 June 2025) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM in person if you so wish and in such event, your proxy form shall be deemed to be revoked.
For determining the entitlement to attend and vote at the AGM, the record date will be Friday, 6 June 2025 and the register of members of the Company (the "Register") will be closed from Tuesday, 3 June 2025 to Friday, 6 June 2025, both days inclusive, during which period no transfer of Shares shall be effected. In order to qualify for the entitlement to attend and vote at the forthcoming AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Share Registrar for registration no later than 4:30 p.m. on Monday, 2 June 2025.
The expected timetable for the AGM is as follows:
| Events | Date |
|---|---|
| Last registration date for determining the entitlement of the Shareholders to attend and vote at the AGM | Monday, 2 June 2025 |
| Latest time for the Shareholders to lodge transfer documents to the Share Registrar in order to qualify for attending and voting at the AGM | 4:30 p.m. on Monday, 2 June 2025 (all transfer documents accompanied by the relevant share certificates must be lodged with the Share Registrar for registration) |
| Closure of the Register (to qualify for attending and voting at the AGM) | Tuesday, 3 June 2025 to Friday, 6 June 2025 |
| Record Date of the AGM | Friday, 6 June 2025 |
| AGM | Friday, 6 June 2025 |
LETTER FROM THE BOARD
6. 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 herein or this circular misleading.
7. RECOMMENDATION
The Directors consider that the granting of the Share Repurchase Mandate, the granting of the Share Issue Mandate and the extension of the Share Issue Mandate and the re-election of the retiring Directors are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
8. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I – Explanatory Statement on the Share Repurchase Mandate, and Appendix II – Details of the Retiring Directors Proposed to be Re-elected at the AGM.
Yours faithfully,
By order of the Board
TUHU Car Inc.
Chen Min
Chairman and Executive Director
APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Share Repurchase Mandate.
- REASONS FOR REPURCHASE OF SHARES
The Directors believe that the granting of the Share Repurchase Mandate is in the interests of the Company and the Shareholders as a whole.
Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Share Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 820,657,124 Shares, out of which 752,738,264 were Class A Shares and 67,918,860 were Class B Shares. The Company did not hold any treasury shares.
Subject to the passing of the ordinary resolution set out in item 6 of the notice of the AGM in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM, i.e. being 820,657,124 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, up to a maximum of 82,065,712 Class A Shares, representing 10% of the total number of issued Shares in issue as at the date of the AGM (excluding treasury Shares).
- FUNDING OF REPURCHASES
Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.
APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
4. IMPACT OF REPURCHASES
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share 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 levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
5. TAKEOVERS CODE
If, on the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the WVR Beneficiary was Chen Min. Chen Min is deemed to be interested in 14,368,284 Class A Shares (including 850,000 Class A Shares underlying the share options granted to him) and 67,918,860 Class B Shares, representing approximately 48.4% of the voting rights in the Company (except for resolutions with respect to the Reserved Matters, in relation to which each Share is entitled to one vote). Pursuant to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Share Repurchase Mandate, if the Company reduces the number of its Shares in issue (after deducting treasury Shares) would result in an increase in the above-mentioned proportion that carry weighted voting rights, the WVR Beneficiaries must reduce their weighted voting rights in the Company proportionately through conversion of a proportion of their shareholding into Class A Shares, if the reduction in the number of Shares in issue (after deducting treasury Shares) would otherwise result in an increase in the proportion of Class B Shares. As such, to the best knowledge and belief of the Directors, the exercise of the Share Repurchase Mandate is not expected to give rise to an obligation of Chen Min to make a mandatory offer under 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 to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.
In addition, the Directors do not propose to repurchase Shares which would result in less than the relevant prescribed minimum percentage of Shares in public hands as required by the Stock Exchange.
APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
6. GENERAL
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
The Directors confirm that to the best of their knowledge and belief, neither the explanatory statement nor the proposed repurchase of Shares pursuant to the Share Repurchase Mandate has any unusual features.
7. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which the Class A Shares have been traded on the Stock Exchange in each of the previous twelve months were as follows:
| Month | Price per Share | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| May | 29.00 | 21.90 |
| June | 26.60 | 21.55 |
| July | 23.25 | 15.78 |
| August | 18.46 | 15.36 |
| September | 24.70 | 15.62 |
| October | 25.00 | 19.02 |
| November | 24.60 | 20.25 |
| December | 22.10 | 17.46 |
| 2025 | ||
| January | 18.98 | 14.36 |
| February | 17.90 | 15.10 |
| March | 19.50 | 15.60 |
| April | 18.40 | 15.22 |
| May (up to the Latest Practicable Date) | 17.22 | 16.64 |
APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
8. REPURCHASES OF SHARES MADE BY THE COMPANY
The Company or its subsidiaries (as defined under the Listing Rules) has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months preceding to the Latest Practicable Date.
9. 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 as treasury Shares, 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. The Company may re-deposit its treasury Shares into CCASS only if it has an imminent plan to resell these treasury Shares on the Stock Exchange and will complete such resale as soon as possible.
The Company will have 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 with respect to treasury Shares. These measures include, for example, an approval by the Board that (i) the Company should procure its broker not to give any instructions to HKSCC to vote at general meetings for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company should withdraw the treasury Shares from CCASS, and either re-register them in the Company's name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions.
Holders of treasury Shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Company's general meetings.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Pursuant to the Listing Rules, the details of the Directors, who will retire and being eligible, offer themselves for re-election at the AGM, are provided below.
(1) HU XIAODONG (“MR. HU”)
Position and experience
Mr. Hu Xiaodong (胡曉東), aged 53, is a co-founder of the Company, president and executive Director. He took on the role of executive Director in October 2019. Mr. Hu is primary responsible for the overall strategic planning focusing on the research and development of business of the Group.
Prior to co-founding the Group, Mr. Hu served in various engineering leadership roles. Mr. Hu worked at Shanghai Naijia Software Technology Development Co., Ltd. from 2009 to 2011, responsible for business and system analysis. Mr. Hu also worked at Shanghai Yidao Network Technology Co., Ltd. from 2008 to 2009. Prior to that, he worked as research and development director at Chemeng (China) Network Co., Ltd. from 2006 to 2007, senior programmer at Shanghai Branch of SAP (Beijing) Software System Co., Ltd. from June 2001 to June 2006, and engineer and E-commerce consultant at Shanghai Branch of Microsoft (China) Co., Ltd. from 2000 to 2001.
Mr. Hu received a bachelor’s degree in engineering with a major in telecommunications engineering from North China Electric Power University in July 1993 and completed his postgraduate programme of telecommunications and information systems at Shanghai Jiao Tong University in September 1999 in the PRC.
Save as disclosed above, Mr. Hu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Mr. Hu entered into a service contract with our Company on 5 September 2023. The term of appointment shall be for an initial term of three years from the Listing Date or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than three months’ written notice.
Relationships
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Hu does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
- 14 -
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Hu was interested or deemed to be interested in Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO as below:
| Name of Director | Nature of interest | Class of Shares | Number of Shares | % of interest In each class of Shares of The Company |
|---|---|---|---|---|
| Mr. Hu Xiaodong | Beneficial owner | Class A Shares | 300,000 (L)(2) | 0.0% (*) (L) |
| Interest in controlled corporations | Class A Shares | 25,223,685 (L)(3) | 3.4% (L) | |
| Class A Shares | 2,996,703 (S)(4) | 0.4% (S) |
(1) (L) denotes a long position. (S) denotes a short position. (*) denotes less than 0.005%.
(2) Represents 300,000 Class A Shares pursuant to the exercise of options granted to Mr. Hu Xiaodong under the 2019 Share Incentive Plan.
(3) Represents 25,223,685 Class A Shares held by TroisUnis.HU Investment Limited. TroisUnis.HU Investment Limited is wholly owned by ToUs.HU Investment Limited. The entire interest in ToUs.HU Investment Limited is held in a trust that was established by Mr. Hu Xiaodong (as the settlor) with him as the beneficiary. As such, Mr. Hu Xiaodong is deemed to be interested in the Class A Shares held by TroisUnis.HU Investment Limited under the SFO.
(4) TroisUnis.HU Investment Limited entered into equity collar option transaction with a bank in respect of which TroisUnis.HU Investment Limited (i) entered into certain call and put options referencing 2,996,703 Class A Shares, and (ii) has delivered 2,996,703 Class A Shares to the bank under credit support annex with return obligation.
Director's emoluments
Pursuant to the aforesaid service contract, Mr. Hu is not entitled to receive any annual director's remuneration in his capacity as an executive Director under the respective service contract.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr. Hu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Hu that need to be brought to the attention of the Shareholders.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
(2) YAO LEIWEN (“MR. YAO”)
Position and experience
Mr. Yao Leiwen (姚磊文), aged 43, is a non-executive Director. He became part of the Group in August 2018 and took on the role of non-executive Director in October 2019. Mr. Yao is primarily responsible for providing professional advice, opinion, and guidance to the Board.
Mr. Yao is currently a Vice General Manager of the Investment Department in Tencent. He has served as a non-executive director of Kingsoft Corporation Limited, a company listed on the Stock Exchange of Hong Kong (stock code: 3888), since August 2022 and as the non-executive director of Sipai Health Technology Co., Ltd., a company listed on the Stock Exchange of Hong Kong (stock code: 314), since October 2019. Prior to joining Tencent in June 2011, he was an investment director at Mindray Bio-Medical Electronics from October 2010 to June 2011 and served as an investment associate of Deutsche Bank from February 2005 to August 2008.
Mr. Yao received his bachelor’s degree in Economic Information Management in July 2002 and his master’s degree in finance in June 2005 from University of International Business and Economics in the PRC. He received a master’s degree in business administration from the Institut Européen d’Administration des Affaires in France in July 2010.
Save as disclosed above, Mr. Yao has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Mr. Yao entered into an appointment letter with our Company on 5 September 2023. The term of appointment shall be for an initial term of three years from the Listing Date or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than three months’ written notice.
Relationships
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Yao does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Yao was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Director's emoluments
Pursuant to the aforesaid service contract, Mr. Yao will not receive any annual director's remuneration from the Group as a non-executive Director.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr. Yao to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Yao that need to be brought to the attention of the Shareholders.
NOTICE OF THE ANNUAL GENERAL MEETING
德虎赛车
TUHU Car Inc.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9690)
NOTICE IS HEREBY GIVEN that the annual general meeting of TUHU Car Inc. (the "Company") will be held at Meeting Room No. 19, 7/F, Building 24, Caohejing Technology Oasis Phase 3, No. 1999 Yishan Road, Minhang District, Shanghai, The People's Republic of China on Friday, 6 June 2025 at 11:00 a.m. for the following purposes:
- To receive the audited consolidated financial statements of the Company and the reports of the directors (the "Director(s)") and the auditor of the Company for the year ended 31 December 2024;
- To re-elect Mr. Hu Xiaodong as an executive Director;
- To re-elect Mr. Yao Leiwen as a non-executive Director;
- To authorize the board of Directors to fix the respective Directors' remuneration;
- To re-appoint Ernst & Young as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the board of Directors to fix its remuneration;
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its class A ordinary shares in the share capital of the Company (the "Class A Shares") on The Stock Exchange of Hong Kong Limited or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
(b) the total number of the Class A Shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution (excluding treasury shares, and subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly; and
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NOTICE OF THE ANNUAL GENERAL MEETING
(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) revoked or varied by ordinary resolution of the shareholders in general meeting.”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued Class A Shares or securities convertible into Class A Shares, or options, warrants or similar rights to subscribe for Class A Shares or such convertible securities of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of Class A Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) above, otherwise than by way of Rights Issue (as defined below) or pursuant to the exercise of any subscription rights attaching to any securities which may be allotted and issued by the Company from time to time or, pursuant to the exercise of any options which may be granted or the allotment and issue of Class A Shares in lieu of the whole or part of a dividend on Class A Shares in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal value of the shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of
NOTICE OF THE ANNUAL GENERAL MEETING
the Company after the passing of this resolution and the said approval shall be limited accordingly) excluding any (A) Class A Shares to be issued pursuant to (i) the exercise of share options which have been granted under the 2019 Share Incentive Plan (as defined below), (ii) exercise of share options which have been or may be granted under the Post-IPO Share Scheme (as defined below), (iii) awards granted under the Post-IPO Share Scheme and (B) Class A Shares to be issued upon conversion of Class B ordinary shares in the share capital of the Company into Class A Shares on a one to one basis;
(d) for the purposes of this resolution:
"2019 Share Incentive Plan" means the share incentive plan approved and adopted by the Company on 31 October 2019;
"Post-IPO Share Scheme" means the post-IPO share scheme adopted by the Company on 7 September 2023;
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) revoked or varied by ordinary resolution of the shareholders in general meeting; "Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."
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NOTICE OF THE ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of the resolutions set out in items 6 and 7 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the total number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the total number of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 6 of the Notice, provided that such amount shall not exceed 10% of the total number of the issued shares of the Company (excluding treasury shares) as at the date of passing this resolution.”
By order of the Board
TUHU Car Inc.
Chen Min
Chairman and Executive Director
Hong Kong, 13 May 2025
Notes:
a. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint another person as proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint any number of proxies to represent him/her/it to attend and vote on his/her/its behalf. 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.
b. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, must be deposited at the Company’s share registrar in Hong Kong (i.e. Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) as soon as possible but in any event not less than 48 hours before the time appointed for holding the meeting (i.e. not later than 11:00 a.m. on Wednesday, 4 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 meeting and, in such event, the form of proxy shall be deemed to be revoked.
c. To ascertain shareholders’ eligibility to attend and vote at this meeting, the record date will be Friday, 6 June 2025 and the register of members of the Company will be closed from Tuesday, 3 June 2025 to Friday, 6 June 2025 (both days inclusive) during which period no share transfer will be effected. In order to qualify for attending and voting at the annual general meeting, unregistered holders of shares of the Company should ensure that all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong (i.e. 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, 2 June 2025.
d. References to time and dates in this Notice are to Hong Kong time and dates.
e. References herein to an allotment, issue or dealing with securities or shares shall include a sale or transfer of treasury shares listed on The Stock Exchange of Hong Kong Limited.