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Wanka Online Inc. — Proxy Solicitation & Information Statement 2025
May 28, 2025
10814_rns_2025-05-28_966c00d6-2ea3-442d-a3f7-b26b9df2e2b0.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 Wanka Online Inc. (萬迦壹聯有限公司*), you should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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.
WANKAONLINE
WANKA ONLINE INC.
萬迦壹聯有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1762)
PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-APPOINTMENT OF INDEPENDENT AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Wanka Online Inc. (萬迦壹聯有限公司*) to be held at 4/F, Building No. B22, Universal Business Park, No. 10 Jiuxianqiao Road, Chaoyang, Beijing, People's Republic of China on Thursday, 26 June 2025 at 10:00 a.m. is set out on pages 15 to 19 of this circular. A proxy form for use at the Annual General Meeting is also enclosed. Such proxy form is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.wankaonline.com).
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return it to the Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Tuesday, 24 June 2025) or the adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
- for identification purpose only
28 May 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 3
- Re-election of Retiring Directors 4
- Re-appointment of Independent Auditors 4
- General Mandate to Repurchase Shares 5
- General Mandate to Issue Shares 5
- Annual General Meeting 6
- Responsibility Statement 7
- Recommendation 7
Appendix I – Biographical Details of the Retiring Directors
Proposed to be Re-elected 8
Appendix II – Explanatory Statement on the Repurchase Mandate 12
Notice of Annual General Meeting 15
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at 4/F, Building No. B22, Universal Business Park, No. 10 Jiuxianqiao Road, Chaoyang, Beijing, People's Republic of China on Thursday, 26 June 2025 at 10:00 a.m.
"Articles of Association"
the amended articles of association of the Company adopted by way of special resolution at the annual general meeting of the Company held on 2 June 2022
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"Companies Act"
the Companies Act, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands
"Company"
Wanka Online Inc. (萬卻壹聯有限公司*), an exempted company with limited liability incorporated under the laws of the Cayman Islands on 7 November 2014 and the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1762)
"Director(s)"
the director(s) of the Company
"Group"
the Company, its subsidiaries and consolidated affiliated entities 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
"Hong Kong Share Registrar"
Tricor Investor Services Limited, which is located at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
"Issue Mandate"
an unconditional general mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or deal with additional Shares (including any sale or transfer of treasury shares out of treasury) of not exceeding 20% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of the proposed ordinary resolution approving the grant of such general mandate by the Shareholders
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DEFINITIONS
"Latest Practicable Date"
23 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Repurchase Mandate"
an unconditional general mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose of not exceeding 10% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of the proposed ordinary resolution approving the grant of such general mandate by the Shareholders
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)"
ordinary share(s) in the share capital of the Company with a par value of US$0.0000002 each
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Code on Takeovers and Mergers and Share Buy-Backs, as amended, supplemented or otherwise modified from time to time
"treasury shares"
has the meaning ascribed to it under the Listing Rules which came into effect on 11 June 2024, as amended and supplemented from time to time
"United States", "U.S." or "US"
the United States of America, its territories, its possessions and all areas subject to its jurisdiction
"US$"
United States dollars, the lawful currency of the United States
"%"
per cent
-
for identification purpose only
-
2 -
LETTER FROM THE BOARD
WANKAONLINE
WANKA ONLINE INC.
萬咖壹聯有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1762)
Executive Directors:
Mr. GAO Dinan (Chairman)
Ms. JIANG Yu
Mr. MENG Jincong
Mr. YU Dingyi
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Independent Non-executive Directors:
Mr. CHEN Baoguo
Mr. JIN Yongsheng
Mr. YU Limin
Head Office and Principal Place of
Business in China:
4/F, Building No. B22
Universal Business Park
No. 10 Jiuxianqiao Road
Chaoyang
Beijing
People's Republic of China
Principal Place of Business
in Hong Kong:
1001 Admiralty Centre Tower 1
18 Harcourt Road
Hong Kong
28 May 2025
To the Shareholders
Dear Sir/Madam,
PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-APPOINTMENT OF INDEPENDENT AUDITORS
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information in respect of certain resolutions to be proposed at the Annual General Meeting, details of which are set forth below in this circular.
for identification purpose only
LETTER FROM THE BOARD
2. RE-ELECTION OF RETIRING DIRECTORS
In accordance with Articles 84(1) of the Articles of Association, Mr. CHEN Baoguo, Mr. JIN Yongsheng and Mr. YU Limin will retire at the Annual General Meeting and, being eligible, will offer themselves for re-election at the Annual General Meeting. In accordance with Articles 83(3) of the Articles of Association, any Director appointed by the Board as an addition to the existing Board or to fill a casual vacancy shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Accordingly, Mr. MENG Jincong will retire at the Annual General Meeting and, being eligible, will offer himself for re-election at the Annual General Meeting. The nomination committee of the Company (the "Nomination Committee"), having taken into account the factors in the Company's nomination policy and the board diversity policy, with due regard to the diversity perspective on the background, experience and knowledge of Mr. CHEN Baoguo, Mr. JIN Yongsheng, Mr. YU Limin and Mr. MENG Jincong, was satisfied that the re-election of each of Mr. CHEN Baoguo, Mr. JIN Yongsheng and Mr. YU Limin as an independent non-executive Director and Mr. MENG Jincong as an executive Director would be in the interests of the Company and its Shareholders as a whole. The Nomination Committee is also satisfied that Mr. CHEN Baoguo, Mr. JIN Yongsheng, Mr. YU Limin and Mr. MENG Jincong had the required character, integrity and experience to continuously fulfil their roles as executive Director/ independent non-executive Directors (as the case may be) effectively. The Nomination Committee has recommended to the Board that the retiring Directors are eligible for re-election.
At the time of appointment as an independent non-executive Director, each of Mr. CHEN Baoguo, Mr. JIN Yongsheng and Mr. YU Limin has confirmed his or her independence with reference to the factors set out in Rule 3.13 of the Listing Rules, and has submitted to the Stock Exchange a written confirmation concerning his or her independence to the Company. Each of Mr. CHEN Baoguo, Mr. JIN Yongsheng and Mr. YU Limin has confirmed that there is no subsequent change of circumstances which may affect his or her independence which would require him or her to inform the Stock Exchange. The Company has received written annual confirmation from them on their respective independence in accordance with the Listing Rules and considered them to be independent.
Each of Mr. CHEN Baoguo, Mr. JIN Yongsheng, Mr. YU Limin and Mr. MENG Jincong has abstained from voting at the meeting of the Board when each of their own proposed re-election was considered. In view of the above, the Board, having considered the recommendation of the Nomination Committee, has proposed that Mr. CHEN Baoguo, Mr. JIN Yongsheng, Mr. YU Limin and Mr. MENG Jincong stand for re-election as Directors at the Annual General Meeting.
The biographical details of the retiring Directors proposed to be re-elected are set out in Appendix I to this circular.
3. RE-APPOINTMENT OF INDEPENDENT AUDITORS
The Board proposes to re-appoint ZHONGHUI ANDA CPA Limited as the auditors of the Company to hold office until the conclusion of the next annual general meeting. A resolution will also be proposed to authorise the Board to fix the auditors' remuneration. ZHONGHUI ANDA CPA Limited has indicated its willingness to be re-appointed as the Company's auditors for the said period.
LETTER FROM THE BOARD
4. GENERAL MANDATE TO REPURCHASE SHARES
Pursuant to a resolution passed by the Shareholders on 24 July 2024, an unconditional general mandate was granted to the Directors to exercise the powers of the Company to repurchase its own Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to renew and grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose of not exceeding 10% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of the proposed ordinary resolution item 4 of the notice of the Annual General Meeting.
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,770,343,350 Shares. Assuming that there is no change in the issued Shares between the period from the Latest Practicable Date and the date of the Annual General Meeting, the maximum number of Shares which would be allowed to be repurchased under the Repurchase Mandate will be 177,034,335 Shares. The Directors have no immediate plan to exercise the Repurchase Mandate.
With effect from 11 June 2024, the Listing Rules has been amended to introduce flexibility for listed companies to cancel shares repurchased and/or to adopt a framework to (i) allow repurchased shares to be held in treasury and (ii) govern the resale of treasury shares. If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to the ordinary resolution item 5 of the notice of the Annual General Meeting and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix II to this circular.
5. GENERAL MANDATE TO ISSUE SHARES
Pursuant to a resolution passed by the Shareholders on 24 July 2024, an unconditional general mandate was granted to the Directors to issue Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to renew and grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue or deal with additional Shares (including any sale or transfer of treasury shares out of treasury) of not exceeding 20% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of the proposed ordinary resolution item 5 of the notice of the Annual General Meeting.
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LETTER FROM THE BOARD
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,770,343,350 Shares. Assuming that there is no change in the issued Shares between the period from the Latest Practicable Date and the date of the Annual General Meeting, the maximum number of Shares which would be allowed to be allotted, issued or dealt with under the Issue Mandate will be 354,068,670 Shares (including any sale or transfer of treasury shares out of treasury).
A separate ordinary resolution item 6 to extend the Issue Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the Annual General Meeting.
The Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate up to (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 laws of the Cayman Islands or the Articles of Association to be held; or (iii) the revocation or variation of the Issue Mandate (including the extended Issue Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.
6. ANNUAL GENERAL MEETING
The notice of the Annual General Meeting is set out on pages 15 to 19 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of such meeting, in good faith, decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
A proxy form for use at the Annual General Meeting is enclosed with this circular and such proxy form is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.wankaonline.com). Pursuant to Article 66 of the Articles of Association, subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of Shares, at any general meeting on a poll every Shareholder present in person (or in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for each fully paid Share registered in his name in the Company's register of members. A shareholder entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same way.
For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 20 June 2025.
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LETTER FROM THE BOARD
To be valid, the proxy form must be completed and signed in accordance with the instructions printed thereon and deposited, 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 at the Hong Kong Share Registrar as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Tuesday, 24 June 2025) or any adjournment thereof. Completion and delivery of the proxy form will not preclude you from attending and voting at the Annual General Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
7. 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 enquires, 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.
8. RECOMMENDATION
The Directors consider that the proposed resolutions mentioned in this circular, including the re-election of retiring Directors, the re-appointment of independent auditors and the grant of the Repurchase Mandate and the Issue Mandate (including the extended issue mandate) are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed relating to the aforementioned matters at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board of
Wanka Online Inc.
萬聯壹聯有限公司*
GAO Dinan
Chairman
- for identification purposes only
APPENDIX I
BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
The following are biographical details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
(1) Mr. CHEN Baoguo ("Mr. Chen")
Mr. CHEN Baoguo (陳寶國), aged 60, is an independent non-executive Director of our Group. He has been the deputy secretary general of China Software Industry Association (中國軟件行業協會) since February 2017. From July 2007 to February 2017, he was the deputy director of Institute of International Technology and Economics (國際技術經濟研究所) at State Council Development Research Center (國務院發展研究中心).
Mr. Chen received a bachelor degree in material management from Northern Jiaotong University (北方交通大學) in July 1986, and a master degree in metal material and heat treatment from Yanshan University (燕山大學) in June 1991. He also obtained a degree of Ph.D. in economics and management from Northern Jiaotong University in May 2003.
As at the Latest Practicable Date, Mr. Chen did not have any interests in the shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Chen does not (i) have any relationship with any Directors, senior management or substantial Shareholders, (ii) hold any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and (iii) hold any other positions with the Company or other members of the Group.
Mr. Chen has entered into an appointment letter with the Company as independent non-executive Director on 3 November 2021 for a period of three years, and shall continue for an additional term of one year upon expiry of the initial term unless terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three months' prior notice in writing. He is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Under the appointment letter, he is entitled to receive a director's fee being HK$200,000 per annum in connection with the performance of his duties under the appointment as independent non-executive Director which was determined with reference to his duties and responsibilities, the prevailing market conditions and the recommendation from the remuneration committee of the Board. He is entitled to the reimbursement of all reasonable out-of-pocket expenses properly and reasonably incurred in relation to the business of the Company or in the discharge of his duties as director. The Company may pay or provide to him such additional benefits as the Board shall in its absolute discretion deem appropriate.
Save as disclosed above, there is no information which is discloseable nor is Mr. Chen involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning him that need to be brought to the attention of the Shareholders.
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
(2) Mr. JIN Yongsheng ("Mr. Jin")
Mr. JIN Yongsheng (金永生), aged 59, was appointed as an independent non-executive Director on 16 September 2021. He has successively served as a professor and head of the Department of Business Administration and Public Administration, dean and doctoral supervisor of the School of Economics and Management, chairman of the Professor Committee and a member of the Academic Committee of Beijing University of Posts and Telecommunications (北京郵電大學) since July 2004. He principally focused on teaching and researching in the fields of digital economy, mobile internet industry organisation and strategic management, including, among others, digital consumer behavior, big data business model, value creation and value transfer of mobile internet industry. He has published more than 100 articles in top-tier journals such as Economic Perspectives (經濟學動態), Chinese Journal of Management Science (中國管理科學) and the theory page of People's Daily (人民日報). From May 1996 to June 2004, he served as a professor, master supervisor and deputy dean of the College of Economics and Management of Beijing University of Technology (北京工業大學). From July 1988 to April 1996, he successively served as lecturer, director of the Business Economics Teaching and Research Office, the Economics Research Institute and the Scientific Research Office and associate professor of the Department of Business Economics of Lanzhou University of Finance and Economics (蘭州財經大學).
Mr. Jin graduated from Lanzhou University of Finance and Economics (蘭州財經大學) with a bachelor's degree in business economics in 1985. He obtained a master's degree in trade economics from Zhongnan University of Economics and Law (中南財經政法大學) and a doctor's degree in industrial economics from Renmin University of China (中國人民大學) in 1988 and 2002, respectively.
As at the Latest Practicable Date, Mr. Jin did not have any interests in the shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Jin does not (i) have any relationship with any Directors, senior management or substantial Shareholders, (ii) hold any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and (iii) hold any other positions with the Company or other members of the Group.
Mr. Jin has entered into an appointment letter with the Company as independent non-executive Director on 16 September 2021 for a period of three years, and shall continue for an additional term of one year upon expiry of the initial term unless terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three months' prior notice in writing. He is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Under the appointment letter, he is entitled to receive a director's fee being HK$200,000 per annum in connection with the performance of his duties under the appointment as independent non-executive Director which was determined with reference to his duties and responsibilities, the prevailing market conditions and the recommendation from the remuneration committee of the Board. He is entitled to the reimbursement of all reasonable out-of-pocket expenses properly and reasonably incurred in relation to the business of the Company or in the discharge of his duties as director. The Company may pay or provide to him such additional benefits as the Board shall in its absolute discretion deem appropriate.
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Save as disclosed above, there is no information which is discloseable nor is Mr. Jin involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning him that need to be brought to the attention of the Shareholders.
(3) Mr. YU Limin ("Mr. Yu")
Mr. YU Limin (余利民), aged 46, was appointed as an independent non-executive Director on 20 July 2022. He has over 22 years of experience in financial management and investment. He served as a project manager of audit department at Beijing Tin Wah Certified Public Accountants (北京天華會計師事務所) from July 2001 to May 2004. From June 2004 to March 2005, he served as an investment manager of Tianhua International Investment Services Co., Ltd. (天華國際投資服務有限公司). From April 2005 to August 2009, he served as a senior investment manager of Beijing Zodi Investment Co., Ltd. (北京中迪投資股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000609). From August 2010 to March 2015, he served as the head of investment and development department of Tianjin New Financial Investments Co., Ltd. (天津新金融投資有限責任公司). From April 2015 to December 2017, he served as the assistant president and director of corporate finance department at Luyu Ecosystem Engineering Co., Ltd. (路域生態工程有限公司). Since December 2018, he has served as a senior project manager of audit department at Zhongxingcai Guanghua Certified Public Accountants LLP (中興財光華會計師事務所(特殊普通合夥)).
Mr. Yu obtained a bachelor's degree in trade economics from Tianjin University of Commerce (天津商業大學) in June 2001. He was accredited as a certified public accountant by the Chinese Institute of Certified Public Accountants (中國註冊會計師協會) in October 2020. He was also awarded with finance professional qualification of intermediate economist by the Office of Professional Title in Tianjin (天津市職稱工作辦公室) in April 2013.
As at the Latest Practicable Date, Mr. Yu did not have any interests in the shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Yu does not (i) have any relationship with any Directors, senior management or substantial Shareholders, (ii) hold any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and (iii) hold any other positions with the Company or other members of the Group.
Mr. Yu has entered into an appointment letter with the Company as independent non-executive Director on 20 July 2022 for a period of three years, and shall continue for an additional term of one year upon expiry of the initial term unless terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three months' prior notice in writing. He is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. He is not entitled to any remuneration in connection with the performance of his duties under the appointment as independent non-executive Director which was determined with reference to his duties and responsibilities, the prevailing market conditions and the recommendation from the remuneration committee of the Board. He is
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
entitled to the reimbursement of all reasonable out-of-pocket expenses properly and reasonably incurred in relation to the business of the Company or in the discharge of his duties as director. The Company may pay or provide to his such additional benefits as the Board shall in its absolute discretion deem appropriate.
Save as disclosed above, there is no information which is discloseable nor is Mr. Yu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning her that need to be brought to the attention of the Shareholders.
(4) Mr. MENG Jincong ("Mr. Meng")
Mr. MENG Jincong (孟謹聰), aged 53, joined the Group in May 2022 as the Chief Capital Officer. He has over 20 years of experience in investment management, financing, research, and risk control. Prior to joining the Group, from January 2010 to September 2021, he held key positions at Longtree Capital, Mizuho Securities (Asia) Limited, CITIC Trust, and Jiaxin Holdings Group, where he was responsible for equity investments and group strategic investments. Mr. Meng obtained a Bachelor's Degree in Textile Engineering from Beijing Union University in July 1995 and an MBA from Renmin University of China in March 2004.
Save as disclosed above, Mr. Meng does not (i) have any relationship with any Directors, senior management or substantial Shareholders, (ii) hold any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and (iii) hold any other positions with the Company or other members of the Group.
Mr. Meng has entered into a service agreement with the Company as executive Director on 7 May 2025 for a period of three years, which may be automatically renewed for one-year terms upon expiry. He is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Under the service agreement, he is not entitled to any remuneration in connection with the performance of his duties under the appointment as executive Director which was determined with reference to his duties and responsibilities, the prevailing market conditions and the recommendation from the remuneration committee of the Board. He is entitled to the reimbursement of all reasonable out-of-pocket expenses properly and reasonably incurred in relation to the business of the Company or in the discharge of his duties as director. The Company may pay or provide to him such additional benefits as the Board shall in its absolute discretion deem appropriate.
As at the Latest Practicable Date, Mr. Meng did not have any interests in the shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no information which is discloseable nor is Mr. Meng involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning him that need to be brought to the attention of the Shareholders.
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution item 4 to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the total number of issued Shares was 1,770,343,350 Shares.
Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the grant of the Repurchase Mandate and on the basis that the total number of issued Shares remains unchanged on the date of the Annual General Meeting, i.e. being 1,770,343,350 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 177,034,335 Shares, representing 10% of the total number of Shares in issue (excluding any treasury shares) as at the date of the Annual General Meeting.
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, 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, which may include the Company not (or procure its broker not to) giving any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS.
- REASONS FOR SHARE REPURCHASE
The Directors believe that the grant of the Repurchase Mandate is in the best interests of the Company and the Shareholders.
Shares repurchase 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 and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
The Directors have no present intention to cause the Company to repurchase any Shares and they would exercise the power to repurchase only in circumstances where they consider that the repurchase would be in the best interests of the Company and its Shareholders.
- FUNDING OF SHARE REPURCHASE
Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of the Association and the applicable laws and regulations of the Cayman Islands. Our Directors may not repurchase 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. Subject to the foregoing, our Directors may make repurchases with profits of the Company or out of a new issuance of
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APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
shares made for the purpose of the repurchase or, if authorised by the Articles of the Association and subject to the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles of the Association and subject to Companies Act, out of capital.
4. IMPACT OF SHARE REPURCHASE
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 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 Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the following months immediately preceding and up to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| June* | 0.218 | 0.106 |
| July | 0.125 | 0.070 |
| August | 0.112 | 0.101 |
| September | 0.175 | 0.097 |
| October | 0.235 | 0.133 |
| November | 0.162 | 0.135 |
| December | 0.203 | 0.133 |
| 2025 | | |
| January | 0.212 | 0.177 |
| February | 0.370 | 0.193 |
| March | 0.630 | 0.315 |
| April | 0.720 | 0.460 |
| May (up to the Latest Practicable Date) | 0.710 | 0.560 |
- The trading in the Shares had been suspended from 9:00 a.m. on Tuesday, 2 April 2024 and had been resumed from 9:00 a.m. on Tuesday, 11 June 2024.
6. GENERAL
None of the Directors nor, to the best of their knowledge and 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 grant of the Repurchase Mandate is approved by the Shareholders.
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
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 Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
7. TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the 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 Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, 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, Mr. GAO Dinan was beneficially interested in 419,209,300 Shares, representing approximately 23.68% of the issued share capital of the Company. If the Directors were to exercise the Repurchase Mandate in full, the Shares held by Mr. GAO Dinan would represent approximately 26.31% of the then issued share capital of the Company after repurchasing of the Shares and assuming no issue of new Shares. The Directors believe that such increases will not give rise to an obligation on Mr. GAO Dinan to make a mandatory offer in accordance with Rule 26 of 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 for the concert parties to make a mandatory offer.
The Listing Rules prohibit a company from making any repurchase on the Stock Exchange if the result of such repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the Company's issued share capital would be publicly held. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would result in the aggregate number of Shares held by the public fall below the relevant prescribed minimum percentage required by the Stock Exchange.
8. SHARE REPURCHASE MADE BY THE COMPANY
The Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
9. CONFIRMATION OF NO UNUSUAL FEATURE
Neither this explanatory statement nor the proposed Repurchase Mandate has any unusual features.
NOTICE OF ANNUAL GENERAL MEETING
WANKAONLINE
WANKA ONLINE INC.
萬咖壹聯有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1762)
Notice is hereby given that the annual general meeting (the "Annual General Meeting") of Wanka Online Inc. (the "Company") will be held at 4/F, Building No. B22, Universal Business Park, No. 10 Jiuxianqiao Road, Chaoyang, Beijing, People's Republic of China on Thursday, 26 June 2025 at 10:00 a.m. for the following purposes:
Ordinary Resolutions
- To receive the audited consolidated financial statements of the Company, the reports of the directors (the "Directors") and the reports of independent auditor for the year ended 31 December 2024.
- (a) To re-elect Mr. CHEN Baoguo as independent non-executive Director;
(b) To re-elect Mr. JIN Yongsheng as independent non-executive Director;
(c) To re-elect Mr. YU Limin as independent non-executive Director;
(d) To re-elect Mr. MENG Jincong as executive Director; and
(e) To authorise the board (the "Board") of Directors to fix the remuneration of the Directors. - To re-appoint ZHONGHUI ANDA CPA Limited as auditors of the Company and to authorise the Board to fix the auditors' 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, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its own shares 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 which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose in accordance with all applicable laws, rules and regulations;
for identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company of US$0.0000002 par value (excluding any treasury shares) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(c) for the purposes 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 applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an 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, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares of US$0.0000002 each in the capital of the Company (including any sale or transfer of treasury shares out of treasury) or securities convertible into shares and to make or grant offers, agreements or options (including but not limited to warrants, bonds and debentures convertible into shares but excluding warrants, options or similar rights to subscribe for (i) new shares of the Company or (ii) any securities convertible into new shares of the Company for cash consideration) which would or might require the exercise of such powers;
NOTICE OF ANNUAL GENERAL MEETING
(b) the mandate in paragraph (a) above shall authorise the directors of the Company to make or grant offers, agreements or options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of any subscription rights or conversion rights attaching to any warrants (including but not limited to warrants, bonds and debentures convertible into shares) which may be allotted and issued by the Company from time to time;
(iii) the exercise of options under a share option scheme of the Company or the issue of shares which may be awarded under a share award scheme of the Company;
(iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; and
(v) a specific authority granted by the shareholders of the Company in general meeting,
shall not exceed 20% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(d) for the purposes 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 applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.
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NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of shares or an issue of warrants, options or other securities giving rights to subscribe for shares of the Company 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 recognised regulatory body or any stock exchange)."
- 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 4 and 5 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares of the Company of US$0.0000002 each which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors (including any sale or transfer of treasury shares out of treasury) pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company of US$0.0000002 each (excluding any treasury shares) as at the date of passing of this resolution."
Any reference to an allotment, issue, grant, offer or disposal of shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.
By Order of the Board of
Wanka Online Inc.
萬咖壹聯有限公司
GAO Dinan
Chairman
Hong Kong, 28 May 2025
for identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy and, in respect of any shareholder who is the holder of two or more shares, more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant proxy form.
On a show of hands, every shareholder of the Company who is present in person (or, in the case of a corporation, by its duly authorised representative) or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a shareholder of the Company which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. In the case of a poll, every shareholder of the Company present in person or by proxy or, in the case of a shareholder of the Company being a corporation, by its duly authorised representative shall be entitled to one vote for each fully paid share of the Company held by him. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, 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 joint holding.
-
In order to be valid, the proxy form together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, 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 the Annual General Meeting (i.e. not later than 10:00 a.m. on Tuesday, 24 June 2025) or the adjourned meeting (as the case may be). Delivery of the proxy form shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 20 June 2025.
As at the date of this notice, the Board comprises Mr. GAO Dinan, Ms. JIANG Yu, Mr. MENG Jincong and Mr. YU Dingyi as executive Directors; and Mr. CHEN Baoguo, Mr. JIN Yongsheng and Mr. YU Limin as independent non-executive Directors.
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