AI assistant
Ulferts International Limited Proxy Solicitation & Information Statement 2025
50108_rns_2025-07-17_565afc5a-2e94-4b11-9054-5c36e99ef9ef.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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 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 Ulferts International Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or 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.
歐化國際有限公司
Ulferts International Limited
(Incorporated in Hong Kong with limited liability)
(Stock Code: 1711)
(1) PROPOSALS FOR (A) RE-ELECTION OF DIRECTORS AND (B) GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES AND (2) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM to be held at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Tuesday, 19 August 2025 at 10:30 a.m. is set out from pages AGM-1 to AGM-4 of this circular.
Please complete and return the accompanying form of proxy to the Company's share registrar, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible, but in any event not less than 48 hours before the time of the AGM (by Sunday, 17 August 2025 before 10:30 a.m.) 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 AGM or adjournment thereof (as the case may be) should you subsequently so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.
No distribution of corporate gifts or refreshments at the AGM.
18 July 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
INTRODUCTION ... 3
ANNUAL GENERAL MEETING ... 3
(A) RE-ELECTION OF DIRECTORS ... 4
(B) GENERAL MANDATES TO ISSUE NEW SHARES AND
BUY BACK SHARES ... 5
RECOMMENDATION ... 6
GENERAL INFORMATION ... 6
APPENDIX I - DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION ... I-1
APPENDIX II - EXPLANATORY STATEMENT
ON THE BUY-BACK MANDATE ... II-1
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting of the Company to be held at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Tuesday, 19 August 2025 at 10:30 a.m., or any adjournment thereof
"Articles of Association"
the articles of association of the Company
"Board"
the board of Directors
"Buy-back Mandate"
a general mandate proposed to be granted to the Directors to buy back Shares not exceeding 10% of the total number of Shares in issue as at the date of passing the relevant resolution at the AGM
"Buy-back Resolution"
the proposed ordinary resolution as referred to in resolution number 5(B) of the Notice of AGM
"Company"
Ulferts International Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the main board of the Stock Exchange (Stock Code: 1711)
"Director(s)"
the director(s) of the Company
"Extension Mandate"
a general mandate proposed to be granted to the Directors to the effect that the Issue Mandate will be extended to add any Shares bought back under the Buy-back Mandate
"Group"
the Company and its subsidiaries from time to time
"HK$"
Hong Kong dollars, 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 mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue or otherwise deal with new Shares not exceeding 20% of the total number of Shares in issue as at the date of passing the relevant resolution at the AGM
– 1 –
DEFINITIONS
| “Latest Practicable Date” | 11 July 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular |
|---|---|
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “Nomination Committee” | the nomination committee of the Company |
| “Notice of AGM” | the notice of AGM as set out from pages AGM-1 to AGM-4 of this circular |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s) of the Company |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Code on Takeovers and Mergers |
| “%” | per cent. |
- 2 -
LETTER FROM THE BOARD
歐化國際有限公司
Ulferts International Limited
(Incorporated in Hong Kong with limited liability)
(Stock Code: 1711)
Executive Directors:
Mr. Yeung Ching Loong, Alexander (Chairman)
Mr. Chan Chuen Yin (Managing Director)
Ms. Fan Man Seung, Vanessa
Independent Non-executive Directors:
Ms. Chan Yee Man
Mr. Chiu Kin Fai
Mr. Ng Hoi Yue
Registered office:
Units 1905-07, 19th Floor
Emperor Group Centre
288 Hennessy Road
Wanchai
Hong Kong
18 July 2025
To the Shareholders
Dear Sir or Madam,
INTRODUCTION
The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the AGM for the approval of (i) re-election of Directors; and (ii) granting of general mandates to issue new Shares and buy back Shares and to give you the Notice of AGM.
ANNUAL GENERAL MEETING
The Notice of AGM is set out from pages AGM-1 to AGM-4 of this circular. Resolutions to be proposed at the AGM include, inter alia, (A) re-election of Directors; and (B) general mandates to issue new Shares and buy back Shares.
As at the Latest Practicable Date, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM.
LETTER FROM THE BOARD
In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders on the proposed resolutions at the AGM shall be taken by poll. An announcement will be made by the Company following the conclusion of the AGM to inform Shareholders of the poll results of the AGM.
The register of members of the Company will not be closed for the purpose of ascertaining the right of the Shareholders to attend and vote at the AGM. However, in order to qualify for the right to attend and vote at the AGM, all relevant share certificates and properly completed transfer forms must be lodged for registration with the Company's share registrar, Union Registrars Limited at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong before 4:30 p.m. on Wednesday, 13 August 2025 (record date).
No refreshments will be served and no corporate gifts will be distributed at the AGM.
The Company would like to encourage Shareholders to exercise their rights to vote at the AGM by appointing the Chairman of the AGM as their proxy to represent them by returning their forms of proxy by the time specified herein. Physical attendance at the AGM by Shareholders is not necessary for the purpose of exercising their voting rights.
(A) RE-ELECTION OF DIRECTORS
(I) Retirement and re-election of Directors
In accordance with Articles 80(1) and 80(3) of the Articles of Association, Ms. Chan Yee Man ("Ms. Carman Chan") and Mr. Chiu Kin Fai ("Mr. Eric Chiu") shall retire by rotation at the AGM and, being eligible, have offered themselves for re-election at the AGM.
Details of the above retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular as required to be disclosed under the Listing Rules.
(II) Recommendations of the Nomination Committee
The Nomination Committee had reviewed the biographical details of Ms. Carman Chan and Mr. Eric Chiu and their meeting of nomination criteria (including but not limited to character and integrity, professional qualifications, skills, knowledge and experience that are relevant to the Company's business and corporate strategy, enough time commitment to effectively discharge duties as Board member) as set out in the nomination policy of the Company and considered the diversity aspects (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of services) as set out in the diversity policy of the Company, and took the view that all of them have committed to their role as Directors.
- 4 -
LETTER FROM THE BOARD
The Nomination Committee had also assessed the independence of Ms. Carman Chan and Mr. Eric Chiu based on their respective confirmation of independence with reference to the criteria as set out in Rule 3.13 of the Listing Rules and was satisfied with their independence.
The Board, having considered the recommendation of the Nomination Committee, accepted the nomination by the Nomination Committee for recommending the Shareholders to re-elect Ms. Carman Chan and Mr. Eric Chiu as Directors at the AGM. Each of them abstained from voting on the relevant resolution at the Board meeting regarding their own re-election.
(B) GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES
(I) General mandates granted at the last annual general meeting of the Company held on 22 August 2024 ("2024 AGM")
At the 2024 AGM, ordinary resolutions were passed, among other things, to grant general mandates to the Directors to:
(i) issue up to 20% of the aggregate number of Shares then in issue (i.e. a maximum of 160,000,000 Shares) ("Previous Issue Mandate");
(ii) buy back up to 10% of the aggregate number of Shares then in issue (i.e. a maximum of 80,000,000 Shares) ("Previous Buy-back Mandate"); and
(iii) extend the Previous Issue Mandate by an additional number of Shares bought back by the Company pursuant to the Previous Buy-back Mandate.
No Shares have been issued nor bought back by the Company pursuant to the above mandates.
(II) Proposed refreshment of the general mandates at the AGM
The previous mandates granted at the 2024 AGM will lapse at the conclusion of the AGM. It is therefore proposed by the Board to seek approval from the Shareholders at the AGM to grant fresh general mandates to the Directors.
As at the Latest Practicable Date, there were 800,000,000 Shares in issue. At the AGM, ordinary resolutions will be proposed to effect the following general mandates:
(i) the Issue Mandate to allot, issue and deal with Shares of up to an aggregate of not exceeding 20% of the total number of issued Shares as at the date of passing such resolution at the AGM (i.e. of not exceeding 160,000,000 Shares assuming no further Shares will be issued or bought back between the Latest Practicable Date and the date of the AGM);
- 5 -
LETTER FROM THE BOARD
(ii) the Buy-back Mandate to buy back Shares of up to an aggregate of not exceeding 10% of the total number of issued Shares as at the date of passing such resolution at the AGM (i.e. of not exceeding 80,000,000 Shares assuming no further Shares will be issued or bought back between the Latest Practicable Date and the date of the AGM); and
(iii) the Extension Mandate to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number of Shares which may be bought back under the Buy-back Mandate.
An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the proposed Buy-back Resolution is set out in Appendix II to this circular.
RECOMMENDATION
The Directors are of the opinion that the proposed resolutions for the (A) re-election of Directors; and (B) general mandates to issue new Shares and buy back Shares are in the best interests of the Company and the Shareholders as a whole. The Directors recommend the Shareholders to vote in favour of all relevant resolutions as set out in the Notice of AGM.
GENERAL INFORMATION
Your attention is also drawn to the additional information as set out in Appendix I (Details of Directors Proposed for Re-election) and Appendix II (Explanatory Statement on the Buy-back Mandate) to this circular.
By order of the Board
Ulferts International Limited
Yeung Ching Loong, Alexander
Chairman
APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors proposed to be re-elected at the AGM:
Ms. Chan Yee Man
Independent Non-executive Director
Ms. Chan, aged 51, was appointed as Independent Non-executive Director of the Company in January 2018. She is the Chairperson of the Audit Committee as well as a member of the Remuneration Committee and Nomination Committee of the Company. Ms. Chan has been practising as a Certified Public Accountant in Hong Kong and has over 30 years of experience in the accounting profession. She holds a Bachelor of Accounting Degree awarded by The University of Hong Kong and a Master of Corporate Finance Degree awarded by The Hong Kong Polytechnic University. Ms. Chan is a member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants and an associate member of The Taxation Institute of Hong Kong.
The term of service of Ms. Chan is subject to retirement by rotation at the annual general meetings of the Company at least once every 3 years in accordance with the Articles of Association and the Listing Rules. Ms. Chan is entitled to receive a Director's fee of HK$100,000 per annum which was recommended by the Remuneration Committee of the Company and determined by the Board as authorized by the Shareholders at the annual general meeting, with reference to the market rate and duties and responsibilities undertaken by her.
Ms. Chan did not (i) hold any directorships in other listed public companies in the last 3 years; (ii) have any relationship with any Director, senior management or substantial or controlling shareholder of the Company, or (iii) have any other interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Save as disclosed above, the Board is not aware of any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Ms. Chan.
APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Chiu Kin Fai
Independent Non-executive Director
Mr. Chiu, aged 51, was appointed as Independent Non-executive Director of the Company in January 2018. He is the Chairman of the Nomination Committee as well as a member of the Audit Committee and Corporate Governance Committee of the Company. Mr. Chiu is a partner of a solicitors firm, T.H. Koo & Associates. He was admitted as a solicitor in Hong Kong in 1998 and holds a Bachelor of Laws Degree awarded by The University of Hong Kong.
The term of service of Mr. Chiu is subject to retirement by rotation at the annual general meetings of the Company at least once every 3 years in accordance with the Articles of Association and the Listing Rules. Mr. Chiu is entitled to receive a Director's fee of HK$100,000 per annum which was recommended by the Remuneration Committee of the Company and determined by the Board as authorized by the Shareholders at the annual general meeting, with reference to the market rate and duties and responsibilities undertaken by him.
Mr. Chiu did not (i) hold any directorships in other listed public companies in the last 3 years; (ii) have any relationship with any Director, senior management or substantial or controlling shareholder of the Company, or (iii) have any other interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Save as disclosed above, the Board is not aware of any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Chiu.
APPENDIX II
EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
EXERCISE OF THE BUY-BACK MANDATE
As at the Latest Practicable Date, the total number of Shares in issue was 800,000,000. Subject to the passing of the Buy-back Resolution and on the basis that no further Shares are issued or bought back by the Company prior to the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 80,000,000 Shares (representing 10% of the total number of issued Shares) during the period from the date of the AGM up to:
(i) the conclusion of next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or
(iii) the revocation or variation of the Buy-back Mandate by ordinary resolution of the Shareholders in general meeting of the Company,
whichever occurs first.
REASONS FOR THE BUY-BACK
The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to buy back Shares in the market. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or the earnings per Share. Buy-back of Shares will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders.
FUNDING OF BUY-BACK
Any buy-back will only be funded out of funds of the Company legally available for such purposes in accordance with the Articles of Association and the applicable laws of Hong Kong. The Company will not buy back the 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 from time to time.
Based on the position disclosed in the Company's latest published audited accounts for the year ended 31 March 2025, and taking into account the current working capital position of the Company, the Directors consider that there might be a material adverse impact on the working capital or gearing position of the Company in the event that the proposed Buy-back Mandate, if so approved, were to be exercised in full at any time during the proposed buy-back period. In any event, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or gearing levels of the Company, which in the opinion of the Directors, are from time to time appropriate for the Company.
APPENDIX II
EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
EFFECT OF TAKEOVERS CODE
If as a result of a share buy-back by the Company, 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 purpose of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, Ulferts International Group Holdings Limited ("Ulferts Holdings") directly held 600,000,000 Shares, representing 75% of the total number of issued Shares. In the event that the Directors exercise in full the power to buy back Shares which is proposed to be granted pursuant to the Buy-back Resolution, then (assuming such shareholding as at the Latest Practicable Date otherwise remains the same) the shareholding of Ulferts Holdings in the Company would increase to approximately 83.33% of the total number of issued Shares. The Directors consider that such an increase would not give rise to an obligation on the part of Ulferts Holdings to make a mandatory offer under Rule 26 of the Takeovers Code. However, there will be insufficient Shares in the hands of the public.
The Directors will exercise the power conferred by the Buy-back Mandate to buy back Shares in the circumstance which they deem appropriate for the benefits of the Company and the Shareholders as a whole. The Directors have no present intention to exercise the Buy-back Mandate to the extent that it would result in the number of Shares held by public reduced to less than the prescribed minimum percentage of 25% of the total number of issued Shares.
GENERAL
None of the Directors nor, to the best of their knowledge and belief, having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the Buy-back Mandate is approved by the Shareholders.
The Directors will exercise the Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.
The Company has not bought back any Shares, whether on the Stock Exchange or otherwise during the 6 months preceding the Latest Practicable Date.
No core connected persons (as defined in Listing Rules) of the Company has notified the Company of a present intention to sell any Shares to the Company or has undertaken not to do so in the event that the Buy-back Mandate is approved by the Shareholders.
Neither this explanatory statement nor the proposed Buy-back Mandate has any unusual features.
APPENDIX II
EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| July | 0.116 | 0.083 |
| August | 0.085 | 0.059 |
| September | 0.072 | 0.061 |
| October | 0.099 | 0.065 |
| November | 0.080 | 0.065 |
| December | 0.074 | 0.061 |
| 2025 | | |
| January | 0.070 | 0.055 |
| February | 0.065 | 0.056 |
| March | 0.060 | 0.056 |
| April | 0.070 | 0.055 |
| May | 0.089 | 0.063 |
| June | 0.068 | 0.060 |
| July (up to and including the Latest Practicable Date) | 0.064 | 0.060 |
– II-3 –
NOTICE OF ANNUAL GENERAL MEETING
歐化國際有限公司
Ulferts International Limited
(Incorporated in Hong Kong with limited liability)
(Stock Code: 1711)
NOTICE IS HEREBY GIVEN that the annual general meeting of Ulferts International Limited (“Company”) will be held at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Tuesday, 19 August 2025 at 10:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To receive and adopt the audited consolidated Financial Statements and the Reports of the Directors and the Independent Auditor for the year ended 31 March 2025.
- (A) To re-elect Ms. Chan Yee Man as Director.
(B) To re-elect Mr. Chiu Kin Fai as Director. - To authorize the board (“Board”) of directors (“Director(s)”) of the Company to fix the Directors’ remuneration.
- To re-appoint Ernst & Young as Independent Auditor and to authorize the Board to fix its remuneration.
As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
- (A) “THAT
(i) subject to sub-paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined in sub-paragraph (iii) of this resolution) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period, be and is hereby generally and unconditionally approved;
- AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
(ii) the aggregate number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in sub-paragraph (i) of this resolution, otherwise than pursuant to a Rights Issue (as defined in sub-paragraph (iii) of this resolution) or the exercise of subscription or conversion rights under any warrants of the Company or any securities which are convertible into shares of the Company or any share option scheme, shall not exceed 20% of the total number of issued shares of the Company on the date of passing this resolution and this approval shall be limited accordingly; and
(iii) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) 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 (“Articles of Association”) or any applicable laws to be held; and
(c) the date of which the authority sets out in this resolution is revoked or varied by an ordinary resolution passed in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in any territory outside Hong Kong).
- (B) “THAT
(i) subject to sub-paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined in sub-paragraph (iii) of this resolution) of all the powers of the Company to buy back issued shares of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Stock Exchange and the Securities and Futures Commission for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”) or of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved;
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
(ii) the aggregate number of shares of the Company to be bought back pursuant to the approval in sub-paragraph (i) above shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and
(iii) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; and
(c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution passed in general meeting.”
- (C) “THAT conditional upon resolution nos. 5(A) and 5(B) above being passed, the aggregate number of shares of the Company which are bought back by the Company under the authority granted to the Directors as mentioned in resolution no. 5(B) above shall be added to the aggregate number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution no. 5(A) above, provided that such extended number of shares of the Company shall not exceed 10% of the total number of issued shares of the Company as at the date of passing resolution no. 5(B).”
By order of the Board
Ulferts International Limited
Chan Lai Yim
Company Secretary
Hong Kong, 18 July 2025
Registered office:
Units 1905-07
19th Floor
Emperor Group Centre
288 Hennessy Road
Wanchai
Hong Kong
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(i) No refreshments will be served and no corporate gifts will be distributed at the annual general meeting (“AGM”).
(ii) Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the AGM. Where the chairman in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted, such resolution will be decided by show of hands.
(iii) A shareholder of the Company (“Shareholder(s)”) entitled to attend and vote at the AGM convened by this notice is entitled to appoint one or more proxies (if he/she is a holder of more than one share) to attend and vote in his/her stead. A proxy need not be a Shareholder. The Company strongly encourages Shareholders to appoint the chairman of the AGM as their proxy to exercise their rights to vote at the AGM. Physical attendance at the AGM by a Shareholder is not necessary for the purpose of exercising voting rights.
(iv) To be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof must be deposited at the Company’s share registrar, Union Registrars Limited (“Share Registrar”) at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case maybe). Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof. In such event, the returned form of proxy shall be deemed to be revoked.
(v) Where there are joint holders of any Shares, any one of such joint holders may vote at the AGM, either in person or by proxy in respect of such Shares as if he/she were solely entitled thereto, but the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
(vi) The register of members of the Company will not be closed for the purpose of ascertaining the right of the Shareholders to attend and vote at the AGM. However, in order to qualify for the right to attend and vote at the AGM, all relevant share certificates and properly completed transfer forms must be lodged for registration with the Share Registrar at the above address not later than 4:30 p.m. on Wednesday, 13 August 2025 (record date).
(vii) If typhoon signal no. 8 or above or a “black” rainstorm warning signal or “extreme conditions” announced by the Hong Kong Government is in force at any time between 8:30 a.m. and 10:30 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the websites of the Stock Exchange (https://www.hkexnews.hk) and the Company (https://www.UlfertsIntl.com) to notify Shareholders of the date, time and place of the adjourned meeting.
(viii) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
- AGM-4 -