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Viva Goods Co. Ltd. Proxy Solicitation & Information Statement 2026
49575_rns_2026-05-20_53304eb2-0f19-450a-9c3a-461d852e8565.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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisor.
If you have sold or transferred all your Shares, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the bank, 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 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.
VIVA GOODS COMPANY LIMITED
非凡領越有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 933)
(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
(2) RE-ELECTION OF DIRECTORS
(3) PROPOSED RE-APPOINTMENT OF AUDITORS
(4) NOTICE OF THE ANNUAL GENERAL MEETING
Capitalised terms used on this cover shall have the same meanings as those defined in the circular, unless the context otherwise requires.
A notice convening the AGM to be held at Salon Rooms VI-VII, 5/F., Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Friday, 12 June 2026 at 2:00 p.m. is set out on pages 15 to 19 of this circular. A proxy form is also enclosed. Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed proxy form to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.
20 May 2026
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 3
Issue Mandate 4
Repurchase Mandate and Extension Mandate 4
Re-election of Directors 5
Proposed Re-appointment of Auditors. 5
Actions to be taken 5
Responsibility statement 6
Recommendation. 6
Appendix I – Explanatory statement. 7
Appendix II – Information on the Directors proposed to be re-elected 10
Notice of the Annual General Meeting. 15
- i -
DEFINITIONS
In this circular, the following expressions have the meanings set out below unless the context requires otherwise:
"AGM"
the annual general meeting of the Company to be held at Salon Rooms VI-VII, 5/F., Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Friday, 12 June 2026 at 2:00 p.m.
"Articles" or "Articles of Association"
the articles of association of the Company
"associate"
has the meaning ascribed to it under the Listing Rules
"Board"
the board of Directors
"Companies Act"
Companies Act (As Revised), Cap. 22 of the Cayman Islands, as amended from time to time
"Company"
Viva Goods Company Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on Main Board of the Stock Exchange
"Director(s)"
the director(s) of the Company
"Extension Mandate"
a general and unconditional mandate to the Directors to the effect that any shares of the Company repurchased under the Repurchase Mandate will be added to the total number of shares of the Company which may be allotted and issued under the Issue Mandate
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended or supplemented from time to time
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
a general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue or otherwise deal with shares of the Company
- 1 -
- 2 -
DEFINITIONS
"Latest Practicable Date"
14 May 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein
"PRC"
the People’s Republic of China
"Repurchase Mandate"
the general and unconditional mandate to the Directors to exercise the power of the Company to repurchase shares of the Company
"SFO"
the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Share(s)"
ordinary share(s) at par value of HK$0.05 each in the share capital of the Company
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission as amended from time to time
"treasury shares"
has the meaning ascribed to it under the Listing Rules
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"%"
per cent.
LETTER FROM THE BOARD
VIVA GOODS COMPANY LIMITED
非凡領越有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 933)
Executive Directors:
Mr. LI Ning (Chairman and Co-Chief Executive Officer)
Mr. Victor HERRERO (Co-Chief Executive Officer)
Mr. LI Chunyang
Mr. LI Qilin
Non-executive Directors:
Mr. MA Wing Man
Ms. LYU Hong
Mr. QIAN Cheng
Independent non-executive Directors:
Mr. LI Qing
Mr. PAK Wai Keung, Martin
Mr. WANG Yan
Professor CUI Haitao
Registered office:
4th Floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman KY1-1002
Cayman Islands
Head office and principal place
of business in Hong Kong:
23/F, Hong Kong Li-Ning Building
218 Electric Road
Fortress Hill
Hong Kong
20 May 2026
To the Shareholders
Dear Sir or Madam,
(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
(2) RE-ELECTION OF DIRECTORS
(3) PROPOSED RE-APPOINTMENT OF AUDITORS
(4) NOTICE OF THE ANNUAL GENERAL MEETING
INTRODUCTION
The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the AGM in relation to: (i) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the re-election of Directors; (iii) the proposed re-appointment of auditors, and to give you a notice of the AGM.
LETTER FROM THE BOARD
ISSUE MANDATE
The Company has in issue an aggregate of 9,965,271,244 Shares (including 6,696,000 treasury shares) as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the grant of Issue Mandate, the Company would be allowed to allot and issue (including by way of sale or transfer of any treasury shares out of treasury) up to a maximum of 1,991,715,048 Shares, representing approximately 20% of the issued Shares as at the date of the passing of the resolution approving the Issue Mandate (excluding treasury shares, if any) assuming no further Shares will be issued or repurchased by the Company from the Latest Practicable Date and up to the date of the AGM.
REPURCHASE MANDATE AND EXTENSION MANDATE
At the AGM, an ordinary resolution will also be proposed to grant to the Directors the Repurchase Mandate, i.e. a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the number of Shares in issue as at the date of the passing of the relevant resolution (excluding treasury shares, if any).
Subject to the passing of the proposed resolution for granting of the Repurchase Mandate to the Directors and assuming that no other Shares will be issued or repurchased by the Company from the Latest Practicable Date and up to the date of the AGM, there will be 9,965,271,244 Shares in issue (including 6,696,000 treasury shares), and the exercise of the Repurchase Mandate up to the 10% limit will enable the Company to repurchase up to 995,857,524 Shares.
In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the AGM providing that any shares of the Company repurchased under the Repurchase Mandate (up to a maximum of 10% of the issued shares of the Company as at the date of the grant of the Repurchase Mandate (excluding treasury shares, if any)) will be added to the total number of shares of the Company which may be allotted and issued (including by way of sale or transfer of any treasury shares out of treasury) under the Issue Mandate.
Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; or (b) the end of the period within which the Company is required by the Companies Act or the Articles of Association to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to such next annual general meeting.
Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
In accordance with Articles 108(A) and 108(B) and pursuant to Appendix C1 of the Listing Rules, Mr. LI Qilin (“Mr. Li Qilin”), Ms. LYU Hong (“Ms. Lyu”), Mr. LI Qing (“Mr. Li Qing”) and Mr. WANG Yan (“Mr. Wang”) will retire by rotation at the AGM and, being eligible, offer themselves for re-election at the AGM.
The Nomination Committee of the Board (the “Nomination Committee”) has considered the background, skills, knowledge and experience of the retiring Directors offering themselves for re-election, having regard to the Board diversity policy. The Board diversity policy sets out that Board appointments are based on a number of criteria having due regard to the benefits of diversity on the Board including, without limitation, gender, age, cultural and educational background. Mr. Li Qing and Mr. Wang have confirmed their independence pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee and the Board also consider Mr. Li Qing and Mr. Wang meet the independence guidelines set out in Rule 3.13 of the Listing Rules and are independent in accordance with the terms of the guidelines. The Board is of the view that all retiring Directors offering themselves for re-election have extensive experience in their fields and professions and their education, backgrounds, experience and practices, which allows them to bring valuable perspectives, insights and skills to the Board and contributes to the diversity thereof.
The biographical details of the retiring Directors are set out in Appendix II to this circular.
PROPOSED RE-APPOINTMENT OF AUDITORS
An ordinary resolution will be proposed at the AGM to re-appoint Ernst & Young as the external auditors of the Company to hold office from the conclusion of the AGM until the next annual general meeting and to authorise the Board to fix their remuneration for the year ending 31 December 2026.
Taking into the account the complexity and business plan of the Group, the expected audit scope, audit timetable and auditors' resources required by Ernst & Young, the estimated audit fee agreed with Ernst & Young for the audit services relating to the year ending 31 December 2026 will be between HK$18.0 million and HK$20.0 million. The fee may be subject to adjustment in the event of any change in the audit scope.
ACTIONS TO BE TAKEN
A notice of the AGM is set out on pages 15 to 19 of this circular. At the AGM, in addition to the ordinary business of the meeting, resolutions will be proposed to approve, among other matters, the following:
(a) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate;
(b) the re-election of Directors; and
(c) the re-appointment of auditors.
LETTER FROM THE BOARD
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 of the Company, 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. As such, all the resolutions other than resolutions purely on procedural or administrative matters, to be proposed at the AGM will be taken by poll. An announcement on the poll results of the AGM will be made by the Company after the AGM.
The record date for determining the entitlement of the Shareholders to attend and vote at the AGM will be the close of business on 8 June 2026. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on 8 June 2026.
A proxy form is also enclosed. Whether or not you intend to attend and vote at the AGM, please complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company's Hong Kong branch share registrar, 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 of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish and in such event, the proxy shall be deemed to be revoked.
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 resolution to be proposed at the AGM.
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.
RECOMMENDATION
The Directors are of the opinion that the resolutions are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
Yours faithfully,
On behalf of the Board of
Viva Goods Company Limited
LI Ning
Chairman and Co-Chief Executive Officer
APPENDIX I
EXPLANATORY STATEMENT
This appendix contains information required under the Listing Rules to be included in an explanatory statement to accompany the notice of a general meeting at which a resolution is to be proposed in relation to the repurchase by the Company of its own Shares. Its purpose is to provide Shareholders with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution approving the Repurchase Mandate at the AGM.
1. LISTING RULES REQUIREMENTS FOR SHARE REPURCHASE
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognized by the SFO and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.
2. REASONS FOR THE REPURCHASE MANDATE
The Directors believe that it is in the interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Share 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 repurchase will benefit the Company and the Shareholders.
3. SHARE CAPITAL
As at the Latest Practicable Date, the total issued share capital of the Company comprised 9,965,271,244 Shares (including 6,696,000 treasury shares). The exercise of the Repurchase Mandate up to the 10% limit will enable the Company to repurchase up to 995,857,524 Shares, on the assumption that no further Shares will be issued or repurchased before the date of the AGM.
4. SOURCE OF FUNDS
Repurchase made pursuant to the Repurchase Mandate will be funded out of funds legally available for the purpose in accordance with the Company's Memorandum of Association, the Articles of Association and other applicable laws of the Cayman Islands. A listed company may not repurchase its own securities 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. Under the Companies Act, repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Act, out of capital. Any premium payable on a repurchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Act, out of capital.
APPENDIX I
EXPLANATORY STATEMENT
Whilst the Repurchase Mandate, if exercise in full, may have a material adverse impact on the working capital or gearing position of the Company, as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2025, the Directors expect to exercise such mandate if and to such extent only as they are satisfied that the exercise thereof will not have such a material adverse impact.
5. MARKET PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during the previous twelve months preceding the Latest Practicable Date were as follows:
| Price per Share | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2025 | ||
| May | 0.385 | 0.315 |
| June | 0.425 | 0.295 |
| July | 0.660 | 0.410 |
| August | 0.760 | 0.510 |
| September | 0.740 | 0.570 |
| October | 0.640 | 0.560 |
| November | 0.700 | 0.560 |
| December | 0.680 | 0.600 |
| 2026 | ||
| January | 0.710 | 0.620 |
| February | 0.680 | 0.610 |
| March | 0.640 | 0.520 |
| April | 0.630 | 0.495 |
| May (Up to the Latest Practicable Date) | 0.620 | 0.560 |
6. THE TAKEOVERS CODE
As at the Latest Practicable Date, as recorded in the register required to be kept by the Company under Part XV of the SFO and to the best of the knowledge of the Directors, Mr. Li Ning and parties acting in concert were interested and deemed to be interested in more than 50% of the issued share capital of the Company. The Directors are not aware of any consequences which will arise under the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate. The Directors have no intention to exercise the Repurchase Mandate to the extent which may result in the number of Shares in the hands of public falling below the minimum percentage prescribed by the Stock Exchange.
APPENDIX I
EXPLANATORY STATEMENT
7. SHARE REPURCHASES MADE BY THE COMPANY
No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.
8. GENERAL
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), presently intend to sell Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.
The Directors will exercise the power of the Company to make purchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Company’s Memorandum of Association, the Articles of Association and the applicable laws of the Cayman Islands. Neither the Explanatory Statement nor the proposed share repurchase has any unusual features.
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 Repurchase Mandate is granted by the Shareholders.
If the Company purchases Shares pursuant to the Repurchase Mandate, the Company may cancel the repurchased shares and/or 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. If the Company holds Shares in treasury, any resale or transfer of Shares held in treasury may be made under the general mandate granted to the Directors (subject to the passing of the proposed resolution for the approval of the grant of the Repurchase Mandate) and will be made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
To the extent that any treasury shares are deposited with Central Clearing and Settlement System (“CCASS”) pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company’s own name as treasury shares. These measures 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 dividends or distributions.
APPENDIX II
INFORMATION ON THE DIRECTORS PROPOSED TO BE RE-ELECTED
The biographical details of the retiring Directors proposed to be re-elected at the AGM are set out below:
Mr. LI Qilin ("Mr. Li Qilin"), Executive Director
- Aged 39
- Appointed as a non-executive Director on 6 June 2013, and re-designated as an executive Director on 13 November 2015
- Member of the Executive Committee and a director of various subsidiaries of the Company
- Responsible for assisting the chairman of the Group to oversee the overall management, business strategic development and general operations of the Group
- Son of Mr. Li Chun, a substantial shareholder (as defined in the SFO) of the Company and the nephew of Mr. Li Ning, an executive Director, Chairman of the Board and Co-Chief Executive Officer and a substantial shareholder of the Company
Other Major Offices
- Executive director of Li Ning Co (HKSE: 2331 (HKD counter) and 82331 (RMB counter)) since June 2018
Past Experience
Mr. Li Qilin has considerable experience in financial services industry. Prior to his current roles, he was a non-executive director of Li Ning Co from December 2017 to June 2018. He was also an analyst of Persistent Asset Management Limited in early 2010s. Mr. Li Qilin also serves as a director of The Hong Kong General Chamber of Textiles Limited from October 2022.
Emoluments and Interests in Shares
Mr. Li Qilin has entered into a service agreement with the Company for a term of 3 years and is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles of Association. As at the Latest Practicable Date, he is entitled to receive an annual director's fee of HK$200,000, a fixed annual salary of HK$2,860,000 and GBP52,000, a discretionary bonus and an annual housing benefit of not exceeding HK$768,000 which were determined with reference to his duties and responsibilities with the Group, and he is also entitled to an additional remuneration or fees as determined by the Company from time to time having regard to the services provided by him.
APPENDIX II
INFORMATION ON THE DIRECTORS PROPOSED TO BE RE-ELECTED
As at the Latest Practicable Date, Mr. Li Qilin was interested in 27,000,000 share options of the Company which are exercisable into 27,000,000 Shares, and had a deemed interest in 1,438,408,652 Shares as one of the beneficiaries of a discretionary trust.
Ms. LYU Hong (also known as Lu Hong) (“Ms. Lyu”), Non-executive Director
- Aged 54
- Appointed as a non-executive Director on 18 November 2022
- Member of the Remuneration Committee and the Nomination Committee
- Responsible for participating in strategic planning and advising on significant decision-making of the Group
Other Major Offices
- Chief executive officer of Bridgett Management Consulting (Shanghai) Co., Ltd. since April 2025
Past Experience
Ms. Lyu has over 20 years of experience in global human resources management. Prior to her current roles, she joined Pfizer Pharmaceuticals Limited (輝瑞製藥有限公司), a group member of Pfizer Inc. (NYSE: PFE) (together with its subsidiaries, the "Pfizer Group") in September 1993 and started her career as a human resources learning and development manager in the PRC in August 1997. Since then, she progressed through increasingly senior human resources leadership positions within Pfizer Group. From June 2011 to August 2016, she was employed by Pfizer Business Service (Dalian) Co. Ltd. (輝瑞商務服務(大連)有限公司) and served as the vice president of human resources for the Asia Pacific region. In 2016, Ms. Lyu was appointed as the vice president of the global human resources operations based in the New York headquarters of Pfizer Group and was subsequently redesignated as a senior vice president of human resources and relocated to Shanghai after the establishment of Pfizer's Upjohn division in December 2018. From November 2020 to April 2025, Ms. Lyu was re-designated and employed by Upjohn US Employment Inc. (a member company of the Viatris Inc. (NASDAQ: VTRS)) to serve as the head of human resources for Greater China region and Japan, Australia and New Zealand region.
Ms. Lyu had been a director of C&J Clark (No 1) Limited ("Clark") in 2021 before Clark became a subsidiary of the Group. Ms. Lyu also previously acted as a non-executive director of Pfizer Limited (BSE: 500680) from December 2015 to November 2016.
APPENDIX II
INFORMATION ON THE DIRECTORS PROPOSED TO BE RE-ELECTED
Academic and Professional Qualifications
Ms. Lyu holds an executive master of business administration degree from Peking University, and a bachelor degree in economy, major in international economy and trade (through long distance learning) from Dongbei University of Finance and Economics (東北財經大學).
Emoluments and Interests in Shares
Ms. Lyu has entered into a service agreement with the Company for a term of 3 years and is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles of Association. As at the Latest Practicable Date, she is entitled to receive an annual director’s fee of HK$200,000 which was determined by the Board with reference to her responsibilities to be undertaken and such additional fees or other remuneration in respect of any special services agreed by the parties to be rendered by her as the parties may from time to time agree.
As at the Latest Practicable Date, Ms. Lyu was interested in 3,600,000 share options of the Company which are exercisable into 3,600,000 Shares.
Mr. LI Qing (“Mr. Li Qing”), Independent Non-executive Director
- Aged 59
- Appointed as an independent non-executive Director on 20 December 2019
- Member of the Audit Committee, the Remuneration Committee and the Nomination Committee
- Responsible for supervising and providing independent judgement on the Group’s strategies, performance, resources management and standard of conduct
Other Major Offices
- Executive director of Crystal Clear Electronic Material Co., Ltd. (formerly known as Suzhou Crystal Clear Chemical Co., Ltd.) (SZSE: 300655) since July 2016 and currently its chairman and chief strategy officer
-
Partner of Jiming Asset Management (Shanghai) Co., Ltd
-
12 -
APPENDIX II
INFORMATION ON THE DIRECTORS PROPOSED TO BE RE-ELECTED
Past Experience
Mr. Li Qing has accumulated over 20 years of experience in investment and asset management, merge and acquisition and business operation in Hong Kong and the PRC. Prior to his current roles, he was appointed as the president of HuaAn Funds Management Limited for more than four years and a director of China Investment Information Services Limited for around nine years.
Academic and Professional Qualifications
Mr. Li Qing holds an executive master of business administration degree from Guanghua School of Management of Beijing University (北京大學光華管理學院).
Emoluments and Interests in Shares
Mr. Li Qing has entered into a service agreement with the Company for a term of 3 years and is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles of Association. As at the Latest Practicable Date, he is entitled to receive an annual director’s fee of HK$250,000 which was determined by the Board with reference to his responsibilities to be undertaken and such additional fees or other remuneration in respect of any special services agreed by the parties to be rendered by him as the parties may from time to time agree.
As at the Latest Practicable Date, Mr. Li Qing was interested in 3,600,000 share options of the Company which are exercisable into 3,600,000 Shares.
Mr. WANG Yan ("Mr. Wang"), Independent Non-executive Director
- Aged 53
- Appointed as an independent non-executive Director on 1 July 2017
- Chairman of the Remuneration Committee and member of the Audit Committee
- Responsible for supervising and providing independent judgement on the Group’s strategies, performance, resources management and standard of conduct
Other Major Offices
- Independent director of Weibo Corporation (Nasdaq: WB; HKSE: 9898) since May 2021
APPENDIX II
INFORMATION ON THE DIRECTORS PROPOSED TO BE RE-ELECTED
Past Experience
Prior to his current roles, Mr. Wang served as a member of the Nomination Committee of the Company from July 2017 to October 2023. From May 2003 to March 2021, he was a director of Sina Corporation ("SINA") (previous Nasdaq: SINA), which was delisted on 23 March 2021 after privatisation. During the period from 1996 to March 2021, as the co-founder of SINA, Mr. Wang successively held the posts of chief executive officer and chairman.
Academic and Professional Qualifications
Mr. Wang holds a bachelor degree in public law and a master degree in international relations from the Université Paris-Pantheon-Assas in France.
Emoluments and Interests in Shares
Mr. Wang has entered into a service agreement with the Company for a term of 3 years and is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles of Association. As at the Latest Practicable Date, he is entitled to receive an annual director’s fee of HK$250,000 which was determined by the Board with reference to his responsibilities to be undertaken and such additional fees or other remuneration in respect of any special services agreed by the parties to be rendered by him as the parties may from time to time agree.
As at the Latest Practicable Date, Mr. Wang was interested in 3,600,000 share options of the Company which are exercisable into 3,600,000 Shares.
Save as disclosed herein, none of the retiring Directors proposed to be re-elected holds any position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed herein, none of the above Directors are related to any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.
As at the Latest Practicable Date, none of the above Directors, save as disclosed herein, had any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance.
Save as disclosed herein, each of retiring Directors proposed to be re-elected has confirmed that there is no other matter in relation to the above Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the above Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
NOTICE OF THE ANNUAL GENERAL MEETING
VIVA GOODS COMPANY LIMITED
非凡領越有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 933)
NOTICE OF THE ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of Viva Goods Company Limited (the "Company") will be held at Salon Rooms VI-VII, 5/F., Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Friday, 12 June 2026 at 2:00 p.m. for the following purposes:
- To receive and consider the audited financial statements, the report of the directors of the Company (the "Directors") and the report of the auditor of the Company for the year ended 31 December 2025.
- To re-elect the retiring Directors (each as a separate resolution) and to authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
- To re-appoint Ernst & Young as the auditor of the Company and to authorise the Board to fix the remuneration of auditor.
And as special business, to consider and, if thought fit, pass the following resolutions:
AS ORDINARY RESOLUTIONS
- "THAT:
(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on of The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company (including by way of sale or transfer of any treasury shares out of treasury) and to make or grant offers, agreements and options (including bonds, warrants, and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
NOTICE OF THE ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants, and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or (ii) an issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, or (iii) an issue of shares upon the exercise of the subscription rights under the share option scheme or similar arrangement for the time being adopted, shall not exceed 20 per cent. of the aggregate number of shares of the Company in issue as at the date of this resolution (excluding treasury shares, if any) and the said approval shall be limited accordingly;
(d) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of shares of the Company subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of shares of the Company subject to the limit set out in paragraph (c) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and
(e) 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 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 of the Company or any other applicable law of the Cayman Islands to be held; or
(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and
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NOTICE OF THE ANNUAL GENERAL MEETING
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company 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 restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
- "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all power of the Company to repurchase securities of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of issued shares of the Company repurchased by the Company pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate number of shares of the Company in issue (excluding treasury shares, if any) as at the date of this resolution and the authority pursuant to paragraph (a) above shall be limited accordingly;
(c) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of shares of the Company subject to the limit set out in paragraph (b) above shall be adjusted to the effect that the number of shares of the Company subject to the limit set out in paragraph (b) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and
(d) 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 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 of the Company or any other applicable law of the Cayman Islands to be held; or
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NOTICE OF THE ANNUAL GENERAL MEETING
(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”
- “THAT conditional upon Resolution Nos. 4 and 5 set out in the notice concerning this meeting being passed, the general mandate granted to the Directors to allot, issue and deal with additional shares of the Company (including by way of sale or transfer of any treasury shares out of treasury) pursuant to Resolution No. 4 set out in the notice convening this meeting be and is hereby extended by the number of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 5 set out in the notice convening this meeting, provided that such extended number of shares shall not exceed 10 per cent. of the aggregate number of shares of the Company in issue as at the date of this resolution (excluding treasury shares, if any).”
By order of the Board of
Viva Goods Company Limited
LI Ning
Chairman and Co-Chief Executive Officer
Hong Kong, 20 May 2026
Executive Directors:
Mr. LI Ning (Chairman and Co-Chief Executive Officer)
Mr. Victor HERRERO (Co-Chief Executive Officer)
Mr. LI Chunyang
Mr. LI Qilin
Head office and principal place of business in Hong Kong:
23/F, Hong Kong Li-Ning Building
218 Electric Road
Fortress Hill
Hong Kong
Non-executive Directors:
Mr. MA Wing Man
Ms. LYU Hong
Mr. QIAN Cheng
Independent non-executive Directors:
Mr. LI Qing
Mr. PAK Wai Keung, Martin
Mr. WANG Yan
Professor CUI Haitao
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NOTICE OF THE ANNUAL GENERAL MEETING
Notes:
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Pursuant to the Listing Rules, all the above resolutions are to be voted by poll at the above meeting.
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A member entitled to attend and vote at the meeting is entitled to appoint one or, if he/she/it is the holder of two or more shares, more than one proxy to attend and vote on his/her/its behalf. A proxy need not be a shareholder of the Company.
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The record date for determining the entitlement of the shareholders of the Company to attend and vote at the AGM will be the close of business on Monday, 8 June 2026. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Monday, 8 June 2026.
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In order to be valid, the form of proxy 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 Hong Kong branch 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 meeting or any adjourned meeting (as the case may be).
-
Delivery of an instrument appointing a proxy should not preclude a shareholder from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
In the case of joint registered holders of a share of the Company, any one of such joint holders may vote at the meeting, 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 are present at the above meeting personally or by proxy, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders. 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 such share.
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If a tropical cyclone warning signal No. 8 or above is or is expected to be hoisted or a black rainstorm warning signal or "extreme conditions" caused by super typhoons is or is expected to be in force at any time after 11:00 a.m. (Hong Kong time) on the date of the AGM, the AGM will be postponed in accordance with the articles of association of the Company and in compliance with the applicable laws and the Listing Rules. If the AGM is postponed, the Company will post an announcement on the respective websites of the Stock Exchange at www.hkexnews.hk and the Company at http://www.vivagoods.hk notifying its members of the date, time and venue of the rescheduled AGM.
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