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WellCell Holdings Co., Limited Proxy Solicitation & Information Statement 2025
50614_rns_2025-04-22_adb8719b-846a-4bcf-96bb-c45b44d37dc0.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in WellCell Holdings Co., Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
WellCell Holdings Co., Limited
經緯天地控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2477)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE NEW SHARES AND
REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS,
AND
NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular
A notice convening the AGM to be held at Meeting Room of 4th Floor, Building 8, Xiangzhou Chuanggang Centre, No. 199, Weikang Road, Nanping Town, Xiangzhou District, Zhuhai City, Guangdong Province, PRC on Monday, 26 May 2025 at 11:00 a.m. is set out on pages 22 to 27 of this circular.
Whether or not you are able to attend the AGM, you are advised to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to Boardroom Share Registrars (HK) Limited, the branch share registrar and transfer office of the Company in Hong Kong at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding 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.
23 April 2025
CONTENTS
Page
DEFINITION. ... 1
LETTER FROM THE BOARD ... 4
Introduction ... 4
Proposed Grant of General Mandate ... 5
Proposed Grant of Repurchase Mandate and Extension Mandate ... 5
Retirement and Re-election of Directors ... 6
AGM and the Proxy Arrangement ... 8
Voting By Way of Poll ... 8
Closure of Register of Members ... 9
Responsibility Statement. ... 9
Recommendation. ... 9
General Information ... 9
APPENDIX I – EXPLANATORY STATEMENT ON THE
REPURCHASE MANDATE. ... 10
APPENDIX II – DETAILS OF THE DIRECTORS
SUBJECT TO RE-ELECTION ... 15
NOTICE OF AGM. ... 22
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
"AGM"
the annual general meeting of the Company to be convened and held at 11:00 a.m. on Monday, 26 May 2025 at Meeting Room of 4th Floor, Building 8, Xiangzhou Chuanggang Centre, No. 199, Weikang Road, Nanping Town, Xiangzhou District, Zhuhai City, Guangdong Province, PRC, the notice of which is set out on pages 22 to 27 of this circular
"Articles of Association"
the amended and restated articles of association of the Company currently in force
"Board"
the board of Directors
"close associate(s)"
has the meaning ascribed to it under the Listing Rules
"Companies Act"
the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands
"Company"
WellCell Holdings Co., Limited (經緯天地控股有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2477)
"Controlling Shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"core connected person(s)"
has the meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate
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DEFINITIONS
| “General Mandate” | a general and unconditional mandate proposed to be granted to the Directors to allot, issue or deal with new Shares (including any sale or transfer of Treasury Shares out of treasury) up to a maximum of 20% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of the proposed ordinary resolution contained in Resolution 4 of the notice of the AGM |
|---|---|
| “Group” | the Company and its subsidiaries |
| “HK$” | Hong Kong dollar(s), the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Latest Practicable Date” | 14 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “Repurchase Mandate” | a general and unconditional mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange, the number of which shall not exceed 10% of the number of issued Shares (excluding any Treasury Shares) as at the date of passing of the proposed ordinary resolution contained in Resolution 5 of the notice of the AGM |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SFC” | the Securities and Futures Commission of Hong Kong |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time |
| “Share(s)” | the ordinary share(s) of the Company |
| “Shareholder(s)” | the holder(s) of the Share(s) |
– 2 –
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DEFINITIONS
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"substantial Shareholders(s)"
has the meaning ascribed to it under the Listing Rules
"Takeovers Code"
The Codes on Takeovers and Mergers approved by the SFC as amended from time to time
"Treasury Shares"
treasury shares of the Company and has the meaning ascribed to it under the Listing Rules
"%"
per cent.
In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.
LETTER FROM THE BOARD
WellCell Holdings Co., Limited
經緯天地控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2477)
Executive Directors:
Mr. Jia Zhengyi (Chairman and Chief Executive Officer)
Mr. Cong Bin
Mr. Li Shihua
Mr. Qian Fenglei
Registered Office:
71 Fort Street
PO Box 500
George Town
Grand Cayman KY1-1106
Cayman Islands
Non-executive Director:
Mr. Lin Qihao
Principal place of business in Hong Kong:
Room 704,
7/F., Jubilee Centre,
18 Fenwick Street,
Wan Chai,
Hong Kong
Independent non-executive Directors:
Dr. Leung Kwong Sak
Mr. Wong Che Man Eddy
Ms. Dan Xi
23 April 2025
To the Shareholders
Dear Sir/Madam,
PROPOSALS FOR
GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS,
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you notice of the AGM and to provide you with information of the resolutions to be proposed at the AGM including, inter alia, (i) the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; and (ii) the re-election of Directors.
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LETTER FROM THE BOARD
PROPOSED GRANT OF GENERAL MANDATE
At the annual general meeting of the Company held on 26 June 2024, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue Shares (including any sale or transfer of Treasury Shares out of treasury) if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of General Mandate to the Directors to allot, issue and deal with new Shares (including any sale or transfer of Treasury Shares out of treasury) up to a maximum of 20% of the total number issued Shares (excluding any Treasury Shares) as at the date of passing of the proposed ordinary resolution contained in Resolution 4 of the notice of the AGM (i.e. a total of 200,000,000 Shares based on 1,000,000,000 Shares in issue as at the Latest Practicable Date and on the basis that (i) such number of Shares in issue remains unchanged on the date of passing of the proposed ordinary resolution; and (ii) the Company does not have any Treasury Shares on the date of the AGM).
The Board wishes to state that it has no immediate plans to utilize the General Mandate to allot and issue any new Shares.
PROPOSED GRANT OF REPURCHASE MANDATE AND EXTENSION MANDATE
At the annual general meeting of the Company held on 26 June 2024, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company flexibility to repurchase Shares if and when appropriate, an ordinary resolution will also be proposed at the AGM to approve the granting of the Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange up to a maximum of 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of the proposed ordinary resolution contained in Resolution 5 of the notice of the AGM (i.e. a total of 100,000,000 Shares based on 1,000,000,000 Shares in issue as at the Latest Practicable Date and on the basis that (i) such number of Shares in issue remains unchanged on the date of passing of the proposed ordinary resolution; and (ii) the Company does not have any Treasury Shares on the date of the AGM).
In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the AGM to extend the General Mandate by the addition of any Shares bought back by the Company under the Repurchase Mandate to the total number of Shares which may be allotted and issued under the General Mandate.
Each of the General Mandate, the Repurchase Mandate and the Extension Mandate, if granted, will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; or (b) the expiration of the period within which the Company is required by the Articles of Association or the Companies Act or the applicable laws of Cayman Islands to hold its next annual general meeting; or (c) revocation or variation by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
LETTER FROM THE BOARD
As required by the Listing Rules, an explanatory statement containing the information reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate is set out in Appendix I to this circular.
RETIREMENT AND RE-ELECTION OF DIRECTORS
As at the Latest Practicable Date, the Executive Directors are Mr. Jia Zhengyi, Mr. Cong Bin, Mr. Li Shihua (“Mr. Li”) and Mr. Qian Fenglei; the Non-executive Director is Mr. Lin Qihao (“Mr. Lin”) and the independent Non-executive Directors (“INED”) are Dr. Leung Kwong Sak (“Dr. Leung”), Mr. Wong Che Man Eddy (“Mr. Wong”) and Ms. Dan Xi (“Ms. Dan”).
Pursuant to Article 108 of the Articles of Association, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than one-third) shall retire from office by rotation. Each Director shall retire from office once every three years. The retiring Directors shall be eligible for re-election at the forthcoming annual general meeting of the Company. In according with Article 108 of Article of Association, Mr. Lin and Dr. Leung, shall retire from office at the AGM by rotation. Mr. Lin, being eligible, has offered himself for re-election at the AGM. Dr. Leung has informed the Board that he will not offer himself for re-election at the AGM as he wishes to devote more time on his personal matters. His retirement shall take effect upon the conclusion of the AGM. Dr. Leung has confirmed that he has no disagreement with the Board and there is no matter that needs to be brought to the attention of the Shareholders relating to his decision of not offering himself for re-election at the AGM. Following Dr. Leung’s retirement, he will cease to be the member of each of Nomination Committee, Remuneration committee of the Company (the “Remuneration Committee”) and Audit committee of the Company (the “Audit Committee”). The Company is in the course of identifying appropriate INED candidates to ensure the compliance with the relevant Listing Rules upon the retirement of Dr. Leung Kwong Sak as INED.
Pursuant to Article 112 of the Articles, all Directors appointed by the Board to fill a casual vacancy or appointed by the Board as an addition member to the existing Board shall hold office until the first annual general meeting of the Company after their appointment and shall then be subject to re-election at such meeting but shall not be taken into account in determining the Directors or the Directors who are to retire by rotation at that meeting. In accordance with Article 112 of Article of Association, Mr. Li (an Executive Director appointed by the Board on 26 September 2024), Mr. Qian (an Executive Director appointed by the Board on 11 February 2025), Mr. Wong (an INED appointed by the Board on 26 September 2024) and Ms. Dan (an INED appointed by the Board on 22 November 2024) shall hold office until the AGM. All of them, being eligible, have offered themselves for re-election at the AGM.
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LETTER FROM THE BOARD
Nomination Procedure
When identifying suitable candidates for directorship, the nomination committee of the Board (the “Nomination Committee”) will carry out the selection process by making reference to the nomination policy of the Company, and taking into account the Directors’ skills, experience, education background, professional knowledge, personal integrity and time commitments they would spend on the Company’s matters as well as the other criteria as set out in the board diversity policy of the Company. Pursuant to the board diversity policy of the Company, the Nomination Committee will make reference to a range of diversity perspectives, including but not limited to gender, age, cultural background and ethnicity, in addition to educational background, professional experience, skills, knowledge and length of service of the candidate. If it involves the appointment of an INED, the Nomination Committee shall also consider the independence, perspectives, skills and experience, and how the candidate would contribute to the diversity of the Board. The Company shall take into account its own business model and specific needs. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board. All Directors must be able to meet the standards as set forth in Rules 3.08 and 3.09 of the Listing Rules.
Recommendation of the Nomination Committee
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. Li, Mr. Qian and Mr. Lin could contribute to the Board from their respective knowledge and experience as set out in Appendix II to this circular, was satisfied that the re-election of each of Mr. Li and Mr. Qian as an Executive Director and Mr. Lin as an Non-executive Director would be in the interests of the Company and its Shareholders as a whole.
The Nomination Committee was satisfied that Mr. Wong and Ms. Dan could contribute to the Board from their respective experience in accountings and legal fields that would continue to bring in fresh perspective, objective insights and independent judgment to the Board. The Nomination Committee is also satisfied that both Mr. Wong and Ms. Dan had the required character, integrity and experience to continuously fulfil their respective role as an INED effectively. In addition, the Nomination Committee has assessed the independence of Mr. Wong and Ms. Dan and reviewed the written confirmation of independence pursuant to Rule 3.13 of the Listing Rules provided by each of Mr. Wong and Ms. Dan, the Nomination Committee consider that they are independent and believed that re-election of Mr. Wong and Ms. Dan as INED would be in the interests of the Company and its Shareholders as a whole.
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LETTER FROM THE BOARD
Mr. Wong and Ms. Dan had abstained from voting at the meeting of Nomination Committee when their proposed re-election was considered. Mr. Li, Mr. Qian, Mr. Lin, Mr. Wong and Ms. Dan had each 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. Li, Mr. Qian, Mr. Lin, Mr. Wong and Ms. Dan stand for re-election as Directors at the AGM.
The biographical and other details of each of the Directors standing for re-election at the AGM, as required to be disclosed under the Listing Rules are set out in Appendix II to this circular.
AGM AND PROXY ARRANGEMENT
The notice of AGM is set out on pages 22 to 27 of this circular.
At the AGM, resolutions will be proposed to the Shareholders in respect of ordinary resolutions to be considered at the AGM, including, inter alia, re-election of Directors and the proposed grant of General Mandate, Repurchase Mandate and Extension Mandate.
A form of proxy for use at the AGM is enclosed herewith. Whether or not you are able to attend the AGM, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to Boardroom Share Registrars (HK) Limited, the branch share registrar and transfer office of the Company in Hong Kong at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding 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 form shall be deemed to be revoked.
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules and Article 79 of the Articles of Association, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules.
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LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 21 May 2025 to Monday, 26 May 2025 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the AGM, all transfer of Shares accompanied by relevant share certificates and appropriate transfers forms must be lodged with Boardroom Share Registrars (HK) Limited at 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 20 May 2025.
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 misleading.
RECOMMENDATION
The Directors consider that the proposed resolutions set out in the notice of the AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular.
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
By Order of the Board
WellCell Holdings Co., Limited
Jia Zhengyi
Chairman and Executive Director
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The following is the explanatory statement as required by the Listing Rules to be provided to the Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors at the AGM.
SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,000,000,000 Shares in issue and the Company did not have any Treasury Shares.
Subject to the passing of the proposed ordinary resolution set out in Resolution 5 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of passing of the proposed ordinary resolution and no further Shares are issued or repurchased prior to the AGM, i.e. being 1,000,000,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 100,000,000 Shares, representing 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of the AGM, during the period from the date of the AGM ending earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the date by which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting.
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 as Treasury Shares, subject to market conditions and the capital management needs of the Company at the relevant time such repurchase of Shares are made. If the Company holds shares in treasury, any resale of Treasury Shares shall be made in accordance with the Listing Rules and applicable laws and regulations of Cayman Islands.
REASONS FOR SHARE REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earning per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
- 10 -
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
FUNDING OF REPURCHASE
Any repurchase of Shares will be made out of funds legally available for the purpose in accordance with the Articles of Association, the applicable law of the Cayman Islands and the Listing Rules.
EFFECT OF EXERCISING THE REPURCHASE MANDATE
There might be a material adverse impact on the working capital or the gearing position of the Company as compared with the position disclosed in the latest published audited financial statements of the Company for the year ended 31 December 2024, in the event that the Repurchase Mandate is to be exercised 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 requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
GENERAL
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective close associates has a present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders. The Company has not been notified by any core connected person of the Company that he/she/it has a present intention to sell any Shares to the Company nor has he/she/it undertaken not to do so if the Repurchase Mandate is approved by the Shareholders.
The Directors will 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 Cayman Islands. The Directors have confirmed that neither the explanatory statement set out in Appendix I to this circular nor the proposed share repurchase has any unusual features.
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
EFFECT OF THE TAKEOVERS CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Directors' exercising the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code.
As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, the register of the substantial shareholders maintained by the Company under section 336 of the SFO showed that the following parties had interests in the Shares representing 5% of more of the voting power at any general meeting of the Company:
| Name of Shareholder | Capacity/Nature of Interest | Number of Shares/ Underlying Shares Held/ Interested | Approximate percentage of the total issued Shares as at the Latest Practicable Date | Approximate percentage of shareholding if the Repurchase Mandate is exercised in full |
|---|---|---|---|---|
| WellCell Group Co. Limited | Beneficial owner | 311,000,000 (L) | 31.1% | 34.6% |
| Shine Dynasty Limited (Note 2) | Interest in a controlled corporation | 311,000,000 (L) | 31.1% | 34.6% |
| Mr. Jia Zhengyi (Note 2) | Interest in a controlled corporation | 311,000,000 (L) | 31.1% | 34.6% |
| Cheer Partners Limited (Note 3) | Interest in a controlled corporation | 311,000,000 (L) | 31.1% | 34.6% |
| Mr. Lin Qihao (Note 3) | Interest in a controlled corporation | 311,000,000 (L) | 31.1% | 34.6% |
| Ms. Zheng Li (Note 4) | Interest of spouse | 311,000,000 (L) | 31.1% | 34.6% |
| Ms. Zhong Shumin (Note 5) | Interest of spouse | 311,000,000 (L) | 31.1% | 34.6% |
| Hang Feng International Holdings Co., Limited (Note 6) | Beneficial owner | 199,000,000 (L) | 19.9% | 22.11% |
| Mr. Qian Fenglei (Note 6) | Interest in a controlled corporation | 199,000,000 (L) | 19.9% | 22.11% |
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
Notes:
- "L" denotes the long position in the Shares.
- WellCell Group Co. Limited is owned as to 51.5% by Shine Dynasty Limited, which is in turn wholly owned by Mr. Jia Zhengyi. As such, each of Shine Dynasty Limited and Mr. Jia Zhengyi is deemed to be interested in all the Shares held by WellCell Group Co. Limited pursuant to Part XV of the SFO.
- WellCell Group Co. Limited is owned as to 37.5% by Cheer Partners Limited, which is in turn wholly owned by Mr. Lin Qihao. As such, each of Cheer Partners Limited and Mr. Lin Qihao is deemed to be interested in all the Shares held by WellCell Group Co. Limited pursuant to Part XV of the SFO.
- Ms. Zheng Li is the spouse of Mr. Jia Zhengyi. Accordingly, Ms. Zheng Li is deemed to be interested in all the Shares held by Mr. Jia Zhengyi under Part XV of the SFO.
- Ms. Zhong Shumin is the spouse of Mr. Lin Qihao. Accordingly, Ms. Zhong Shumin is deemed to be interested in all the Shares held by Mr. Lin Qihao under Part XV of the SFO.
- Hang Feng International Holdings Co., Limited is owned as to 58.48% by Mr. Qian Fenglei. As such, Mr. Qian Fenglei is deemed to be interested in all the Shares held by Hang Feng International Holdings Co., Limited pursuant to Part XV of the SFO.
On the basis of the shareholdings of the above Shareholders, if the Repurchase Mandate is exercised in full, the interests of each of WellCell Group Co. Limited, Shine Dynasty Limited, Mr. Jia Zhengyi, Cheer Partners Limited, Mr. Lin Qihao, Ms. Zheng Li and Ms. Zhong Shumin in the Company would increase from 31.1% to approximately 34.6% of the issued share capital of the Company. In the opinion of the Directors, such increase in shareholdings may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Besides, the Company will not repurchase Shares which would result in the number of Shares held by the public being reduced to less than 25 per cent (or such other percentage as may prescribed as the minimum public shareholding under the Listing Rules).
SHARE REPURCHASE 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 immediately preceding the Latest Practicable Date.
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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months preceding and up to and including the Latest Practicable Date were as follows:
| | Share Price
(per Share) | |
| --- | --- | --- |
| | Highest
HK$ | Lowest
HK$ |
| 2024 | | |
| April | 1.815 | 1.56 |
| May | 1.72 | 1.48 |
| June | 1.675 | 1.38 |
| July | 1.62 | 1.35 |
| August | 1.55 | 1.275 |
| September | 1.41 | 1.125 |
| October | 1.605 | 1.225 |
| November | 2.21 | 1.705 |
| December | 3.22 | 1.97 |
| 2025 | | |
| January | 6.91 | 3.205 |
| February | 12.55 | 5.93 |
| March | 11.75 | 9.94 |
| April (up to the Latest Practicable Date) | 10.2 | 7.8 |
Source: Quoted prices from the Stock Exchange’s website (www.hkex.com.hk)
Note: A share subdivision of every ordinary Share with a par value of HK$0.01 in the authorised and issued share capital of the Company into two (2) ordinary Shares with a par value of HK$0.005 each has become effective on 31 March 2025. The prices showed above have been adjusted retrospectively for the impact of such share subdivision.
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APPENDIX II DETAILS OF THE DIRECTORS SUBJECT TO RE-ELECTION
The biographical details of the Directors standing for re-election at the AGM are as follows:
Mr. Li Shihua
Mr. Li Shihua, aged 35, was appointed as our Executive Director on 26 September 2024. Mr. Li is also the member of the investment committee of the Company (the "Investment Committee"). Mr. Li has extensive experience in investment. As at the Latest Practicable Date, Mr. Li is also the director of the following subsidiaries of the Company, namely, Wellcell Tech (HK) Co., Ltd., WellCell NexGen Co., Ltd., WellCell NexGen (Hong Kong) Co., Limited, WellCell Innovations Co., Ltd. and WellCell Innovations (Hong Kong) Co., Limited. Since May 2024, he has been acting as a director of the Strategic Development Department of WellCell Tech (HK) Co., Limited and is mainly responsible for the strategic planning, investment, mergers and acquisitions and overseas business expansion of this company. From July 2023 to March 2024, Mr. Li served as the investment vice president of Silkroad Goldenbridge Capital Management Limited (深圳市絲路金橋股權投資基金管理有限公司). From May 2017 to June 2023, Mr. Li served as the investment director of Shenzhen Qianhai Hongzhao Fund Management Co., Ltd. (深圳前海宏兆基金管理有限公司). Mr. Li obtained a bachelor's degree in environmental engineering from Sun Yat-sen University in June 2012 and a master's degree in applied finance from the Australian National University in March 2017.
The Company has entered into a service agreement with Mr. Li for an initial term of three years commencing from 26 September 2024 and renewable upon re-election and re-appointment. The service agreement may be terminated by either party by serving three months' prior written notice to the other party, or by making payment to the other party in lieu of three months' notice. Mr. Li is entitled to an annual director's remuneration of RMB200,000 for being the Executive Director and a monthly director's remuneration of HK$100,000 for being the director of WellCell Tech (HK) Co., Limited, which was determined with reference to the prevailing market rate of comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group. Mr. Li may be entitled to a discretionary bonus as recommended by the Remuneration Committee and approved by the Board at its absolute discretion in such sum determined with reference to the financial performance of the Group and the individual performance.
Save as disclosed above, as at the Latest Practicable Date, Mr. Li (i) does not hold any other position in the Group; (ii) has not held any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not have any relationship with any Directors, senior management or substantial or Controlling shareholders; of (iv) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
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APPENDIX II DETAILS OF THE DIRECTORS SUBJECT TO RE-ELECTION
Save as disclosed above, there are no other matters relating to the proposed re-election of Mr. Li that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Li that is required to be disclosed pursuant to Rules 13.51(2)(h) to (2)(v) of the Listing Rules.
Mr. Qian Fenglei
Mr. Qian Fenglei, aged 48, was appointed as our Executive Director on 11 February 2025. Mr. Qian received an Executive Master of Business Administration in Finance from the Shanghai Advanced Institute of Finance of Shanghai Jiao Tong University in 2018. Mr. Qian is experienced in managing investment companies and has extensive investment experiences in the areas of information technology, healthcare, high-end manufacturing, energy and environmental protection and culture and education. Mr. Qian is the founder of Zhejiang Highfund International Holdings Co., Ltd., a company established in 2017 which focuses on equity investment, merger and acquisition. Our Group believes that the past working and investment experiences and the networks of Mr. Qian can help to promote various projects and business development of our Group in future.
As at the Latest Practicable Date, Mr. Qian is the 58.48% controlling shareholder and the sole director of Hang Feng International Holdings Co., Limited, which in turn holds 199,000,000 Shares, representing approximately 19.90% of the entire issued share capital of the Company. Save as disclosed above and as at the Latest Practicable Date, Mr. Qian does not have any interests in the Shares or its associated corporations within the meaning of Part XV of the SFO.
The Company has entered into a service agreement with Mr. Qian for an initial term of three years commencing from 11 February 2025 and renewable upon re-election and re-appointment. The service agreement may be terminated by either party by serving three months' prior written notice to the other party, or by making payment to the other party in lieu of three months' notice. Mr. Qian is entitled to an annual director's remuneration of RMB300,000, which was determined with reference to the prevailing market rate of comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group. Mr. Qian may be entitled to a discretionary bonus as recommended by the remuneration committee of the Company and approved by the Board at its absolute discretion in such sum determined with reference to the financial performance of the Group and the individual performance.
Save as disclosed above, as at the Latest Practicable Date, Mr. Qian (i) does not hold any other position in the Group; (ii) has not held any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not have any relationship with any Directors, senior management or substantial or Controlling shareholders; or (iv) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
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APPENDIX II DETAILS OF THE DIRECTORS SUBJECT TO RE-ELECTION
Save as disclosed above, there are no other matters relating to the proposed re-election of Mr. Qian that need to be brought to the attention to the Shareholders nor is there any information relating to Mr. Qian that is required to be disclosed pursuant to Rules 13.51(2)(h) to (2)(v) of the Listing Rules.
Mr. Lin Qihao
Mr. Lin Qihao, aged 43, was appointed as our Non-executive Director on 14 September 2021. Mr. Lin is responsible for providing strategic advice to our Group, and developing and implementing our business strategies. As at the Latest Practicable Date, Mr. Lin is a director of Guangdong WellCell Technology Company Limited* (廣東經緯天地科技有限公司).
Mr. Lin has more than 23 years of experience in the electronic technology industry. He was a director of Zhuhai Special Economic Zone Lijia Electronic Development Co., Limited (珠海經濟特區利佳電子發展有限公司) from 1999 to August 2016, and has been a supervisor since August 2016, responsible for supervision of company operations. In June 2005, Mr. Lin began working at Zhuhai Qishuo Electronic Development Co., Limited (珠海啟燦電子科技有限公司) where he was a director and manager, primarily responsible for overall management. In September 2018, Mr. Lin joined our Group as a director of WellCell Technology.
As at the Latest Practicable Date, Mr. Lin was interested in 311,000,000 Shares by virtue of the SFO, representing approximately $31.1\%$ of the issued share capital of the Company. Save as disclosed above, he does not have any interests in the Shares within the meaning of Part XV of the SFO.
Mr. Lin has entered into a letter of appointment with Company for a specific term of three years commencing from 12 January 2024 and renewable upon re-election and re-appointment. The letter of appointment may be terminated by either party by serving one month's prior written notice to the other party, or by making payment to the other party in lieu of one month's notice. Mr. Lin is entitled to an annual director's remuneration of RMB150,000, which was determined with reference to the prevailing market rate of comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group.
Save as disclosed above, as at the Latest Practicable Date, Mr. Lin (i) does not hold any other position in the Group; (ii) has not held any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not have any relationship with any Directors, senior management or substantial or Controlling shareholders; or (iv) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
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APPENDIX II DETAILS OF THE DIRECTORS SUBJECT TO RE-ELECTION
Save as disclosed above, there are no other matters relating to the proposed re-election of Mr. Lin that need to be brought to the attention to the Shareholders nor is there any information relating to Mr. Lin that is required to be disclosed pursuant to Rules 13.51(2)(h) to (2)(v) of the Listing Rules.
Mr. Wong Che Man Eddy
Mr. Wong, aged 65, was appointed as our INED on 26 September 2024. He is the chairman of each of the Audit Committee, the Remuneration Committee and the Nomination Committee and the member of the Investment Committee. Mr. Wong has over 30 years of experience in the auditing and accounting profession. Mr. Wong graduated with an honours diploma in accounting from Hong Kong Baptist College in July 1984. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Chartered Association of Certified Accountants. He has been the sole proprietor of Eddy Wong & Co., a registered certified public accountant firm since May 1994. He is currently a director of Dakin CPA Limited. He has been serving as an independent Non-executive Director of Sun Hing Vision Group Holdings Limited (a company listed on the Main Board of the Stock Exchange, Stock Code: 125) since September 2004 and as a Non-executive Director of Macau Legend Development Limited (a company listed on the Main Board of the Stock Exchange, Stock Code: 1680) since September 2022. From December 2020 to October 2021, he served as an independent Non-executive Director of Gaoyu Finance Group Limited (a company listed on GEM of the Stock Exchange, Stock Code: 8221). From August 2009 to January 2023, he served as an independent Non-executive Director of China All Access (Holdings) Limited ("China All Access"), a company incorporated in the Cayman Islands and principally engaged in the businesses of information and communication technology, new energy and investment activities, which was previously listed on the Main Board of the Stock Exchange (Stock Code: 633) and delisted on 16 January 2023. On 17 June 2020, a bond holder filed a winding-up petition against China All Access for an alleged sum of HK$21,000,000. On 16 September 2020, the aforementioned petition was formally withdrawn. On 19 February 2021, a promissory note holder filed another winding-up petition against China All Access for an alleged sum of HK$1,451,584,773.03. On 21 June 2021, a winding up order was made against China All Access by the High Court of Hong Kong. On 5 January 2022, the joint and several liquidators were appointed to China All Access. Mr. Wong was not aware of the outcome or current position of any winding up proceeding of China All Access since he ceased to be its independent Non-executive Director in January 2023.
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APPENDIX II DETAILS OF THE DIRECTORS SUBJECT TO RE-ELECTION
The Company has entered into a letter of appointment with Mr. Wong for an initial term of three years commencing from 26 September 2024 and renewable upon re-election and re-appointment. Mr. Wong will hold office only until the first annual general meeting of the Company after his appointment and be subject to re-election at such meeting in accordance with the Articles of Association. The letter of appointment may be terminated by either party by serving one month's prior written notice to the other party, or by making payment to the other party in lieu of one month's notice. Mr. Wong is entitled to an annual director's remuneration of HK$120,000, which was determined with reference to the prevailing market rate of comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group.
Mr. Wong has confirmed (i) his independence as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules; (ii) that he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person of the Company; and (iii) that there are no other factors that may affect his independence at the time of his appointment.
Save as disclosed above, as at the Latest Practicable Date, Mr. Wong (i) does not hold any other position in the Group; (ii) has not held any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not have any relationship with any Directors, senior management or substantial or Controlling shareholders; of (iv) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters relating to the proposed re-election of Mr. Wong that need to be brought to the attention to the Shareholders nor is there any information relating to Mr. Wong that is required to be disclosed pursuant to Rules 13.51(2)(h) to (2)(v) of the Listing Rules.
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APPENDIX II DETAILS OF THE DIRECTORS SUBJECT TO RE-ELECTION
Ms. Dan Xi
Ms. Dan, aged 35, was appointed as our INED on 22 November 2024. She is also the member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee. Ms. Dan obtained bachelor's degrees in laws and French from Wuhan University and a master's degree in laws from The Chinese University of Hong Kong in June 2012 and November 2013, respectively. She obtained her practicing license as a full-time lawyer issued by The Department of Justice, Guangdong in June 2015.
Ms. Dan is currently an independent Non-executive Director of Wan Kei Group Holdings Limited (stock code: 1718) since 4 November 2024. Ms. Dan joined Beijing Dacheng Law Offices, LLP (Shenzhen) ("Beijing Dacheng") in June 2013 and is currently a deputy director of the dispute resolution department and a senior partner of Beijing Dacheng since 2022 and June 2024, respectively. She has also served as the secretary general of The Appeals and Reconsideration Professional Committee (申訴再審專業委員會) of the Guangdong Lawyers Association since December 2023. From January 2023 to March 2024, Ms. Dan served as an independent Non-executive Director of Ruihe Data Technology Holdings Limited (formerly known as Suoxinda Holdings Limited), a company listed on the Stock Exchange (stock code: 3680) during the period from January 2023 to March 2024. From January 2021 to January 2023, she was also a commercial mediator in Shenzhen Pingshan District Commercial Mediation Center (深圳市坪山區商事調解院).
The Company has entered into a letter of appointment with Ms. Dan for an initial term of three years commencing from 22 November 2024 and renewable upon re-election and re-appointment. Ms. Dan will hold office only until the first annual general meeting of the Company after her appointment and be subject to re-election at such meeting in accordance with the Articles of Association. The letter of appointment may be terminated by either party by serving one month's prior written notice to the other party, or by making payment to the other party in lieu of one month's notice. Ms. Dan is entitled to an annual director's remuneration of HK$120,000, which was determined with reference to the prevailing market rate of comparable companies, time commitment and responsibilities in the Group.
Ms. Dan has confirmed (i) her independence as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules; (ii) that she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person of the Company; and (iii) that there are no other factors that may affect her independence at the time of her appointment.
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APPENDIX II DETAILS OF THE DIRECTORS SUBJECT TO RE-ELECTION
Save as disclosed above, as at the Latest Practicable Date, Ms. Dan (i) does not hold any other position in the Group; (ii) has not held any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not have any relationship with any Directors, senior management or substantial or Controlling shareholders; or (iv) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters relating to the proposed re-election of Ms. Dan that need to be brought to the attention to the Shareholders nor is there any information relating to Ms. Dan that is required to be disclosed pursuant to Rules 13.51(2)(h) to (2)(v) of the Listing Rules.
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NOTICE OF AGM
WellCell Holdings Co., Limited
經緯天地控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2477)
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of WellCell Holdings Co., Limited (the “Company”) will be held at Meeting Room of 4th Floor, Building 8, Xiangzhou Chuanggang Centre, No. 199, Weikang Road, Nanping Town, Xiangzhou District, Zhuhai City, Guangdong Province, PRC on Monday, 26 May 2025 at 11:00 a.m. to consider and, if thought fit, pass with or without amendments, the following resolutions:
ORDINARY RESOLUTIONS
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To receive and adopt the audited consolidated financial statements of the Company together with the directors’ reports and the independent auditor’s report of the Company for the year ended 31 December 2024;
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(a) To re-elect Mr. Li Shihua as an executive director of the Company;
(b) To re-elect Mr. Qian Fenglei as an executive director of the Company;
(c) To re-elect Mr. Lin Qihao as a non-executive director of the Company;
(d) To re-elect Mr. Wong Che Man Eddy as an independent non-executive director of the Company;
(e) To re-elect Ms. Dan Xi as an independent non-executive director of the Company;
(f) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company;
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NOTICE OF AGM
- To re-appoint Ascenda Cachet CPA Limited as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration;
As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
- "THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company (including any sale or transfer of Treasury Shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company and treasury shares (which shall have the meaning ascribed thereto under the Listing Rules) ("Treasury Shares") sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option schemes of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company 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 in force from time to time; or (iv) any issue of shares of 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, shall not exceed 20% of the total number of issued shares of the Company (excluding any Treasury Shares) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
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NOTICE OF AGM
(c) for the purpose of this resolution:
“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company unless by an ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying or renewing the authority as set out in this resolution.
“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
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NOTICE OF AGM
- "THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and 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 shares in accordance with all applicable laws, rules and regulations;
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) during the Relevant Period shall not exceed 10% of the total number of the issued shares of the Company (excluding any treasury shares (which shall have the meaning ascribed thereto under the Listing Rules) ("Treasury Shares")) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
(c) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company unless renewed by an ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; or
(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 of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking, varying or renewing the authority set out in this resolution."
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NOTICE OF AGM
- "THAT conditional upon Resolutions No. 4 and No. 5 above being passed (with or without amendments), the general and unconditional mandate referred to in the Resolution No. 4 above be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued (including any sale or transfer of treasury shares (which shall have the meaning ascribed thereto under the Listing Rules) ("Treasury Shares") out of treasury) by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in Resolution No. 5 above, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (excluding any Treasury Shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."
By Order of the Board
WellCell Holdings Co., Limited
Jia Zhengyi
Chairman and Executive Director
Hong Kong, 23 April 2025
As at the date of this notice of AGM, the Board comprises four executive Directors, namely Mr. Jia Zhengyi, Mr. Cong Bin, Mr. Li Shihua and Mr. Qian Fenglei; one non-executive Director, namely Mr. Lin Qihao; and three independent non-executive Directors, namely Dr. Leung Kwong Sak, Mr. Wong Che Man Eddy and Ms. Dan Xi.
Notes:
- Any member of the Company entitled to attend, speak and vote at the above meeting may appoint another person as his proxy to attend, speak and to vote instead of him. A proxy need not be a member of the Company.
- All resolutions at the AGM will be taken by way of poll pursuant to the Listing Rules and 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.
- Where there are joint registered holders of any share of the Company, any one of such persons may vote at the meeting, either personally 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 personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. 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.
NOTICE OF AGM
-
In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to Boardroom Share Registrars (HK) Limited, the Company's Hong Kong branch share registrar and transfer office, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting thereof.
-
A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of this notice.
-
The register of members of the Company will be closed from Wednesday, 21 May 2025 to Monday, 26 May 2025 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the meeting, all transfers of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with Boardroom Share Registrars (HK) Limited, the Company's Hong Kong branch share registrar and transfer office, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 20 May 2025.
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