AI assistant
WellCell Holdings Co., Limited Proxy Solicitation & Information Statement 2025
50614_rns_2025-03-10_bd0b4aab-b1f3-415c-baac-15a17d0c848d.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in 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.
WELL CELL
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)
(1) PROPOSED SHARE SUBDIVISION;
(2) PROPOSED CHANGE IN BOARD LOT SIZE;
AND
(3) NOTICE OF EXTRAORDINARY 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 EGM to be held at 11:00 a.m. on Thursday, 27 March 2025 at Meeting Room of 4th Floor, Building 8, Xiangzhou Chuanggang Center, No. 199, Weikang Road, Nanping Town, Xiangzhou District, Zhuhai City, Guangdong Province, PRC is set out on pages EGM-1 to EGM-3 of this circular. A proxy form for use by the shareholders at the EGM is enclosed with this circular. Such proxy form is also published on the websites of the Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.wellcell.com.cn.
Whether or not you are able to attend the EGM, you are advised to read this circular and 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 EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.
11 March 2025
CONTENTS
Page
Definitions 1
Expected Timetable 3
Letter from the Board
- Introduction 5
- Proposed Share Subdivision 6
- Proposed Change in Board Lot Size 7
- Exchange of Share Certificates 8
- Reasons for the Share Subdivision and the Change in Board Lot Size 8
- EGM 9
- Closure of Register of Members 10
- Voting by Poll 10
- Responsibility Statement 10
- Recommendation 10
- Warning 10
- Miscellaneous 11
Notice of EGM EGM-1
- i -
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context requires otherwise:
"Board"
the board of Directors
"Business Day"
any day on which the Stock Exchange is open for the business of dealing in securities
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"CCASS Operational Procedures"
the operational procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to the operations and functions of CCASS, as from time to time in force
"Change in Board Lot Size"
the proposed change in board lot size of shares of the Company for trading on the Stock Exchange from 4,000 Shares to 800 Subdivided Shares for each board lot as referred in the section headed "PROPOSED CHANGE IN BOARD LOT SIZE" of this circular
"Company"
WellCell Holdings Co., Limited, an exempted company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2477)
"Director(s)"
director(s) of the Company
"EGM"
the extraordinary general meeting of the Company to be held to consider and, if thought fit, approve the Share Subdivision and the matters contemplated thereunder
"Existing Share Certificate(s)"
existing form of certificate(s) of the Share(s)
"General Rules of CCASS"
the General Rules of CCASS as from time to time in force, and where the context so permits, shall include the CCASS Operational Procedures
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
Hong Kong Securities Clearing Company Limited
- 1 -
DEFINITIONS
| “Hong Kong” | the Hong Kong Special Administrative Region of PRC |
|---|---|
| “Latest Practicable Date” | 5 March 2025 |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “New Share Certificate(s)” | form of certificate(s) of the Subdivided Share(s) |
| “PRC” | The People’s Republic of China |
| “Share(s)” | existing ordinary share(s) of HK$0.01 each in the share capital of the Company prior to the Share Subdivision becoming effective |
| “Share Subdivision” | the proposed share subdivision of every existing Share (both issued and unissued) of par value of HK$0.01 each into two (2) Subdivided Shares of par value of HK$0.005 each as referred to in the section headed “PROPOSED SHARE SUBDIVISION” of this circular |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Subdivided Share(s)” | ordinary share(s) of HK$0.005 each in the share capital of the Company immediately after the Share Subdivision becoming effective |
In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.
- 2 -
EXPECTED TIMETABLE
The expected timetable for the implementation of the Share Subdivision and the Change in Board Lot Size is set out below:
Latest time for lodging transfer of Shares in order to qualify for attendance and voting at the EGM 4:30 p.m. on Monday, 24 March 2025
Closure of register of members for the entitlement to attend and vote at the EGM Tuesday, 25 March 2025 to Thursday, 27 March 2025 (both days inclusive)
Latest time for lodging proxy forms for the EGM 11:00 a.m. on Tuesday, 25 March 2025
Record date for attendance and voting at the EGM Thursday, 27 March 2025
Date and time of the EGM 11:00 a.m. on Thursday, 27 March 2025
Publication of the poll results of the EGM Thursday, 27 March 2025
The following events are conditional on the fulfilment of the conditions for the implementation of the Share Subdivision as set out in the section headed "Conditions of the Share Subdivision" as set out in the Letter from the Board:
Effective date of the Share Subdivision Monday, 31 March 2025
Free exchange of Existing Share Certificates for New Share Certificates for the Subdivided Shares commences 9:00 a.m. on Monday, 31 March 2025
Dealings in the Subdivided Shares commence 9:00 a.m. on Monday, 31 March 2025
Original counter for trading in Existing Shares in board lots of 4,000 Shares (in the form of Existing Share Certificates) temporarily closes 9:00 a.m. on Monday, 31 March 2025
EXPECTED TIMETABLE
Temporary counter for trading in Subdivided Shares
in board lots of 8,000 Subdivided Shares
(in the form of Existing Share Certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Monday, 31 March 2025
Original counter for trading in Subdivided Shares
in board lots of 800 Subdivided Shares
(in the form of New Share Certificates) reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Tuesday, 15 April 2025
Parallel trading in Subdivided Shares
(in the form of Existing Share Certificates and
New Share Certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Tuesday, 15 April 2025
Temporary counter for trading in Subdivided Shares
in board lots of 8,000 Subdivided Shares
(in the form of Existing Share Certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on
Friday, 9 May 2025
Parallel trading in Subdivided Shares
(in the form of Existing Share Certificates and
New Share Certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on
Friday, 9 May 2025
Last day for free exchange of Existing Share Certificates
for New Share Certificates for the Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on
Tuesday, 13 May 2025
Notes:
- All times and dates refer to Hong Kong local times and dates.
-
Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders by way of announcement(s) on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.wellcell.com.cn as and when appropriate and in accordance with the Listing Rules.
-
4 -
LETTER FROM THE BOARD
WELL CELL
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)
Mr. Cong Bin
Mr. Li Shihua
Mr. Qian Fenglei
Non-executive Director:
Mr. Lin Qihao
Independent Non-executive Directors:
Mr. Leung Kwong Sak
Mr. Wong Che Man Eddy
Ms. Dan Xi
Registered Office:
71 Fort Street
PO Box 500
George Town
Grand Cayman KY1-1106
Cayman Islands
Principal place of business
in Hong Kong:
Room 704,
7/F., Jubilee Centre,
18 Fenwick Street,
Wan Chai,
Hong Kong
11 March 2025
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED SHARE SUBDIVISION;
(2) PROPOSED CHANGE IN BOARD LOT SIZE;
AND
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING
- INTRODUCTION
Reference is made to the announcement of the Company dated 19 February 2025 in relation to the proposed Share Subdivision and Change in Board Lot Size. The purpose of this circular is to provide the Shareholders with, among other things, (i) further details of the Share Subdivision and the Change in Board Lot Size; (ii) the trading arrangements in respect of the Subdivided Shares; and (iii) the notice convening the EGM.
LETTER FROM THE BOARD
2. PROPOSED SHARE SUBDIVISION
The Board proposed to implement the Share Subdivision on the basis of each existing issued and unissued Share of par value of HK$0.01 each into two (2) Subdivided Shares of par value of HK$0.005 each.
As at the Latest Practicable Date, the authorised share capital of the Company was HK$10,000,000 divided into 1,000,000,000 Shares of par value of HK$0.01 each, of which 500,000,000 Shares had been issued and are fully paid or credited as fully paid. The Company had no outstanding warrants, convertibles, options or derivatives and conversion rights or other similar rights which are convertible or exchangeable into Shares as at the Latest Practicable Date. Assuming that no further Shares will be issued or repurchased from the Latest Practicable Date up to the date of the EGM, upon the Share Subdivision becoming effective, the authorised share capital of the Company will be HK$10,000,000 divided into 2,000,000,000 Subdivided Shares of par value of HK$0.005 each, of which 1,000,000,000 Subdivided Shares will be in issue and fully paid or credited as fully paid.
The Share Subdivision will become effective on the second Business Day immediately following the date on which the conditions set out in the section headed “Conditions of the Share Subdivision” below are fulfilled. The Subdivided Shares will rank pari passu with each other in all respects with, and shall have the same rights and privileges attaching thereto as, the Shares in issue prior to the Share Subdivision, and the relevant rights of the Shareholders will not be affected by the Share Subdivision.
Conditions of the Share Subdivision
The Share Subdivision is conditional on:
(a) the passing by the Shareholders at the EGM of an ordinary resolution approving the Share Subdivision;
(b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subdivided Shares; and
(c) the compliance with all relevant procedures and requirements under the laws of the Cayman Islands (where applicable) and the Listing Rules to effect the Share Subdivision.
As at the Latest Practicable Date, none of the conditions of the Share Subdivision were fulfilled.
The Share Subdivision will become effective on the second Business Day after the conditions of the Share Subdivision above are fulfilled.
LETTER FROM THE BOARD
Listing of and dealings in the Subdivided Shares
An application has been made by the Company to the Stock Exchange for granting the listing of, and permission to deal in, the Subdivided Shares in issue and to be issued. All necessary arrangements will be made for the Subdivided Shares to be admitted into CCASS.
Subject to the granting of listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and the CCASS Operational Procedures.
None of the securities of the Company is listed or dealt in, or on which listing or permission to deal is being or is proposed to be sought from, any other stock exchanges other than the Stock Exchange, and no such listing and/or permission to deal in the Subdivided Shares to be in issue is being or is proposed to be sought from any other stock exchanges other than the Stock Exchange.
3. PROPOSED CHANGE IN BOARD LOT SIZE
As at the Latest Practicable Date, the Shares were currently traded on the Stock Exchange in board lot size of 4,000 Shares. The Board further proposed that upon the Share Subdivision becoming effective, the board lot size of the Subdivided Shares for trading on the Stock Exchange shall be changed to 800 Subdivided Shares for each board lot.
Based on the closing price of HK$23.50 per Share (equivalent to the theoretical closing price of HK$11.75 per Subdivided Share) as at the Latest Practicable Date, (i) the market value of each board lot of 4,000 Shares is HK$94,000; (ii) the market value of each board lot of 4,000 Subdivided Shares would be HK$47,000, assuming the Share Subdivision had become effective; and (iii) the estimated market value of each board lot of 800 Subdivided Shares would be HK$9,400 on the assumption that the Change in Board Lot Size had also become effective.
The Change in Board Lot Size will not result in any change in the relative rights of the Shareholders.
LETTER FROM THE BOARD
4. EXCHANGE OF SHARE CERTIFICATES
Subject to the Share Subdivision becoming effective, Shareholders may submit their Existing Share Certificate(s) to the branch share registrar and transfer office of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong, in exchange for New Share Certificate(s) free of charge between 9:00 a.m. and 4:30 p.m. on any Business Day commencing from 9:00 a.m. on Monday, 31 March 2025 until the free exchange of New Share Certificate(s) shall close at 4:10 p.m. on Tuesday, 13 May 2025 (both dates inclusive). It is expected that New Share Certificate(s) will be available for collection within 10 Business Days after the submission of the Existing Share Certificate(s) to Boardroom Share Registrars (HK) Limited for exchange.
From Wednesday, 14 May 2025 onwards, exchange of Existing Share Certificate(s) for New Share Certificate(s) can only be made at a cost of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each Existing Share Certificate cancelled or each New Share Certificate issued, whichever number of share certificates involved is higher.
Existing Share Certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:10 p.m. on Friday, 9 May 2025 and thereafter will not be accepted for delivery, trading and settlement purposes. However, all Existing Share Certificates will continue to be good evidence of legal title to the Subdivided Shares on the basis of one (1) Share for two (2) Subdivided Shares. New Share Certificates will be issued in light yellow colour in order to distinguish them from the Existing Share Certificates which are in light blue colour.
5. REASONS FOR THE SHARE SUBDIVISION AND THE CHANGE IN BOARD LOT SIZE
The proposed Share Subdivision will decrease the nominal value and trading price of each Share and increase the total number of Shares in issue. Based on the closing price of HK$23.50 per Share (equivalent to the theoretical closing price of HK$11.75 per Subdivided Share) as at the Latest Practicable Date, (i) the market value of each board lot of 4,000 Shares is HK$94,000; (ii) the market value of each board lot of 4,000 Subdivided Shares would be HK$47,000, assuming the Share Subdivision had become effective; and (iii) the estimated market value of each board lot of 800 Subdivided Shares would be HK$9,400 on the assumption that the Change in Board Lot Size had also become effective.
The Board is of the view that the Share Subdivision will lower the investment barrier and improve the liquidity in the trading of shares of the Company and broaden the shareholder base of the Company by appealing to more investors. As a result, the Share Subdivision is expected to result in downward adjustment to the trading price of each Share and the market value per board lot of Shares. Given the prevailing market conditions, a more liquid market will provide more flexibility for investors to trade in the shares of the Company, which will in turn facilitate the Company's growth and development in the future.
- 8 -
LETTER FROM THE BOARD
As both the Share Subdivision and the Change in Board Lot Size will not result in odd lots or fractional shares, no odd lot arrangement is required to be made to match the sales and purchases of odd lots.
As at the Latest Practicable Date, the Company has no concrete plan nor any agreement, arrangement, understanding or negotiation (concluded or otherwise) for any fund raising activities, or any intention to carry out other corporate action or arrangement, including share consolidation, share subdivision and capital reduction, which may have an effect of undermining or negating the intended purpose and effect of the Share Subdivision in the next 12 months.
Other than the expenses to be incurred by the Company in relation to the Share Subdivision and the Change in Board Lot Size, the implementation thereof will not, by itself, affect the underlying assets, business operations, management or financial position of the Group or the proportionate shareholding, rights and interests of the Shareholders. Accordingly, the Directors consider that the Share Subdivision and the Change in Board Lot Size will not have any adverse effect on the financial position of the Company.
In view of the above, the Board considers that the implementation of the Share Subdivision and the Change in Board Lot Size are in the interests of the Company and the Shareholders as a whole.
6. EGM
The EGM will be held to consider and, if thought fit, pass an ordinary resolution to approve the Share Subdivision and the matters contemplated thereunder. As, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Share Subdivision, no Shareholder is required to abstain from voting at the EGM to approve the Share Subdivision and the matters contemplated thereunder.
The Notice of EGM is set out on page EGM-1 to EGM-3 of this circular.
A form of proxy for use in connection with the EGM is enclosed with this circular and can also be downloaded from the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.wellcell.com.cn). If you are not able to or do not intend to attend the EGM in person and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event, not later than 48 hours before the time appointed for holding the EGM or its adjournment (as the case may be). Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the EGM or its adjournment if he/she/it so wish. If the Shareholder attends and votes at the EGM, the instrument appointing the proxy will be deemed to have been revoked.
LETTER FROM THE BOARD
7. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Tuesday, 25 March 2025 to Thursday, 27 March 2025 (both days inclusive), during which period no transfer of Shares in the Company will be effected. In order to qualify for entitlement to attend and vote at the EGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong no later than 4:30 p.m. on Monday, 24 March 2025.
8. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions to be proposed at the EGM and contained in the notice of the EGM will be voted by way of a poll by the Shareholders.
9. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
10. RECOMMENDATION
The Directors consider that the Share Subdivision and the Change in Board Lot Size as set out in this circular are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM as set out in the notice of the EGM on pages EGM-1 to EGM-3 of this circular.
11. WARNING
Shareholders and potential investors of the Company should take note that the Share Subdivision is conditional upon the fulfilment of certain conditions as set out in this circular and the Change in Board Lot Size is conditional upon the Share Subdivision becoming effective. Therefore, the Share Subdivision and the Change in Board Lot Size may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.
LETTER FROM THE BOARD
12. MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
For and on behalf of the Board
WellCell Holdings Co., Limited
Jia Zhengyi
Chairman and Executive Director
- 11 -
NOTICE OF EGM
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 OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN an extraordinary general meeting (the “EGM”) of WellCell Holdings Co., Limited (the “Company”) will be held at Meeting Room of 4th Floor, Building 8, Xiangzhou Chuanggang Center, No. 199, Weikang Road, Nanping Town, Xiangzhou District, Zhuhai City, Guangdong Province, PRC on Thursday, 27 March 2025 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following ordinary resolution of the Company. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 11 March 2025 (the “Circular”).
ORDINARY RESOLUTION
To consider and, if thought fit, to pass with or without amendments, the following resolution as ordinary resolution:
- “THAT subject to and conditional upon the fulfilment of all the conditions set out in the section headed “Conditions of the Share Subdivision” (the “Conditions”) in the Circular, with effect from the second Business Day immediately following the date on which the Conditions are fulfilled:
(a) every ordinary share with a par value of HK$0.01 each in the authorised and issued share capital of the Company be subdivided into two (2) ordinary shares with a par value of HK$0.005 each (the “Subdivided Shares”) (the “Share Subdivision”), such Subdivided Share(s) shall rank pari passu in all respects with each other in accordance with the articles of association of the Company and shall have the same rights and privileges and be subject to the same restriction as the Shares in issue prior to the Share Subdivision such that immediately following the Share Subdivision becoming effective, the authorised share capital of the Company shall be changed from (i) HK$10,000,000 divided into 1,000,000,000 ordinary shares of HK$0.01 each to (ii) HK$10,000,000 divided into 2,000,000,000 ordinary shares of HK$0.005 each; and
EGM – 1
NOTICE OF EGM
(b) any one of the directors of the Company be and is hereby authorised to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) he/she in his/her absolute discretion considers necessary, desirable or expedient to give effect to, implement and complete the Share Subdivision and the transactions contemplated thereunder.”
By order of the board
WellCell Holdings Co., Limited
Jia Zhengyi
Chairman and Executive Director
Hong Kong, 11 March 2025
Registered office:
71 Fort Street
PO Box 500
George Town
Grand Cayman KY1-1106
Cayman Islands
Principal place of business in Hong Kong:
Room 704,
7/F., Jubilee Centre,
18 Fenwick Street,
Wan Chai,
Hong Kong
As at the date of this notice of EGM, 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 EGM 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.
EGM – 2
NOTICE OF EGM
-
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 EGM 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 Tuesday, 25 March 2025 to Thursday, 27 March 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 Monday, 24 March 2025.
EGM – 3