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World Super Holdings Limited — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
51504_rns_2026-04-28_1b633daf-e51d-4777-b8b0-5d88f09ad4d5.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in World Super Holdings Limited, you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the 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.
This circular, for which the directors of World Super Holdings Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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.
World Super Holdings Limited 維亮控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8612)
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the “ AGM ”) of World Super Holdings Limited to be held at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Thursday, 11 June 2026 at 3:00 p.m. is set out on pages 17 to 21 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the meeting, or any adjourned meeting, should you so wish.
This circular will remain on the website of the Stock Exchange at http://www.hkexnews.hk on the “Latest Listed Company Information” page for at least 7 days from the date of its publication and on the Company’s website at www.worldsuperhk.com.
22 April 2026
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
– i –
CONTENTS
| Page | ||
|---|---|---|
| Definitions. . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| Letter from the Board | ||
| Introduction . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
| Share Issue Mandate . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
| Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
| **Re-election of Retiring ** | Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
| Process for Nomination of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
| Recommendation of the Nomination Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
| Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
| Voting by Way of Poll | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
| Action to be Taken . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
| Recommendation. . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
| Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
| General Information. . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
| Appendix I — |
Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
| Appendix II — |
Details of Retiring Directors Proposed to be Re-elected . . . . | 12 |
| Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 17 |
– ii –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“AGM” the annual general meeting of the Company to be held on Thursday, 11 June 2026 at 3:00 p.m. at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong “Articles of Association” the second amended and restated articles of association of the Company adopted on 18 May 2023 and as amended from time to time “Audit Committee” the audit committee of the Board “Board” the board of Directors “Company” World Super Holdings Limited (維亮控股有限公司), a company incorporated in the Cayman Islands on 26 February 2016 as an exempted company with limited liability, the Shares of which are listed on GEM “Controlling shareholder(s)” has the meaning ascribed thereto under the GEM Listing Rules
- “Director(s)” the director(s) of the Company “GEM” GEM operated by the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM, as amended, supplemented or otherwise modified from time to time
“Group” the Company and its subsidiaries
-
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
-
“Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China
-
“Latest Practicable Date” 22 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Nomination Committee” the nomination committee of the Board
– 1 –
DEFINITIONS
-
“Remuneration Committee”
-
“Repurchase Resolution”
-
“SFO”
-
“Share(s)”
-
“Share Issue Mandate”
-
“Share Repurchase Mandate”
-
“Shareholder(s)”
-
“Stock Exchange”
-
“Takeovers Code”
-
“%”
the remuneration committee of the Board
the proposed ordinary resolution as referred to in ordinary resolution no. 5 of the notice of the AGM
-
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
-
ordinary share(s) of HK$0.10 each in the share capital of the Company
the general mandate to allot, issue and deal with Shares or resell treasury Shares (if permitted by the GEM Listing Rules) not exceeding 20% of the issued Shares (excluding the treasury Shares) as at the date of passing of the Shareholders’ resolution approving the Share Issue Mandate
- the general mandate to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the issued Shares (excluding the treasury Shares) as at the date of passing of the Shareholders’ resolution approving the Share Repurchase Mandate
the holder(s) of the Share(s)
The Stock Exchange of Hong Kong Limited
- the Codes on Takeovers and Mergers and Share Repurchases, as amended from time to time
per cent.
– 2 –
LETTER FROM THE BOARD
World Super Holdings Limited 維亮控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8612)
Executive Directors: Mr. Lee Kai Man Ms. Chan Lok Yin
Independent Non-executive Directors: Mr. Chim Tak Lai Ms. Du Min Ms. Chan Li Li
Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Head office and principal place of business in Hong Kong: Unit 1902, Level 19 Everglory Centre 1B Kimberley Street Tsim Sha Tsui Hong Kong
22 April 2026
To the Shareholders
Dear Sir/Madam,
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is (i) to provide you with the information regarding resolutions to be proposed at the AGM relating to the granting to the Directors of the Share Issue Mandate, the Share Repurchase Mandate and the extension of the Share Issue Mandate, (ii) the re-election of retiring Directors; and (iii) to seek your approval of the relevant resolutions relating to these matters at the AGM.
– 3 –
LETTER FROM THE BOARD
SHARE ISSUE MANDATE
On 30 June 2025, the Directors were granted a general unconditional mandate to exercise the powers of the Company to allot, issue and deal with Shares. Such mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such mandate at the AGM.
As at the Latest Practicable Date, the issued share capital of the Company comprised 414,720,000 Shares. Subject to passing of the resolution approving the Share Issue Mandate and on the basis that no change in the issued Shares and the Company has no treasury Shares prior to the AGM, the Company would be allowed under the resolution approving the Share Issue Mandate to issue or resell treasury Shares (if permitted under the GEM Listing Rules) a maximum of 82,944,000 Shares representing not more than 20% of the issued Shares (excluding treasury Shares) as at the Latest Practicable Date.
Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in ordinary resolutions as referred to in resolutions nos. 4 and 6 respectively of the notice of the AGM.
SHARE REPURCHASE MANDATE
On 30 June 2025, the Directors were granted a general unconditional mandate to exercise all the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such mandate at the AGM.
As at the Latest Practicable Date, the issued share capital of the Company comprised 414,720,000 Shares. Assuming that there is no change in the issued Shares and the Company has no treasury Shares between the period from the Latest Practicable Date and the date of passing the Repurchase Resolution (i.e. the date of the AGM), the maximum number of Shares which may be repurchased pursuant to the Share Repurchase Mandate as at the date of passing the Repurchase Resolution will be 41,472,000 Shares representing not more than 10% of the issued Shares (excluding treasury Shares) as at the Latest Practicable Date.
An explanatory statement as required under the GEM Listing Rules, giving certain information regarding the Share Repurchase Mandate, is set out in Appendix I to this circular.
RE-ELECTION OF RETIRING DIRECTORS
The Board currently comprises five Directors, namely, Mr. Lee Kai Man, Ms. Chan Lok Yin, Mr. Chim Tak Lai, Ms. Du Min and Ms. Chan Li Li. Mr. Lee Kai Man, Ms. Chan Lok Yin, Ms. Du Min and Ms. Chan Li Li will retire by rotation at the AGM and, being eligible, offer themselves for re-election at the AGM in accordance with the Article 84(1) of the Articles of Association.
– 4 –
LETTER FROM THE BOARD
Mr. Lee Kai Man was appointed as executive Director with effect from 25 March 2026, Ms. Chan Li Li was appointed as independent non-executive Director with effect from 7 July 2025, and each of them will hold office until the AGM in accordance with the Article 83(3) of the Articles of Association and being eligible, will offer himself/herself for re-election as Director at the AGM.
PROCESS FOR NOMINATION OF DIRECTORS
The process for the nomination of Directors, including non-executive Directors and independent non-executive Directors, are to invite nominations from Board members or Nomination Committee members. In the context of re-appointment of any existing member(s) of the Board, the Nomination Committee makes recommendations to the Board for its consideration and recommendation, for the proposed candidates to stand for re-election at a general meeting.
RECOMMENDATION OF THE NOMINATION COMMITTEE
The Nomination Committee has considered the profile, qualification and experience and other factors of Mr. Lee Kai Man, Ms. Chan Lok Yin, Ms. Du Min and Ms. Chan Li Li as set out in Appendix II of this circular. The Nomination Committee is satisfied that each of them possesses the required character, integrity and experience to continuously fulfil his/her role as Directors effectively. The Board believes that their re-elections as the Directors would be in the best interest of the Company and the Shareholders as a whole.
The Nomination Committee had assessed and reviewed the written confirmation of independence of the independent non-executive Directors eligible and offering themselves for re-election as Directors at the AGM, namely Ms. Du Min and Ms. Chan Li Li based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules and confirmed that Ms. Du Min and Ms. Chan Li Li remains independent.
Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that all the retiring Directors stand for re-election as Directors at the AGM.
The biographical details of each of the retiring Directors to be re-elected at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements under the GEM Listing Rules.
Further information about the Board’s composition and diversity as well as the Directors’ attendance record at the meetings of the Board and/or its committees and the general meetings is disclosed in the corporate governance report of the Company’s annual report.
– 5 –
LETTER FROM THE BOARD
ANNUAL GENERAL MEETING
At the AGM, resolutions will be proposed to approve, among others, the Share Issue Mandate, the Share Repurchase Mandate and the extension of the Share Issue Mandate and the re-election of retiring Directors. The notice of the AGM is set out on pages 17 to 21 of this circular.
To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the proposed resolutions at the AGM.
VOTING BY WAY OF POLL
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, 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. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM pursuant to Article 66 of the Articles of Association and the Company will announce the results of the poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
An announcement on the poll results will be made by the Company after the AGM.
ACTION TO BE TAKEN
A proxy form for use at the AGM is enclosed herein. Whether or not you intend to attend the AGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM, or any adjourned meeting, should you so wish.
RECOMMENDATION
The Directors believe that the proposed granting of the Share Issue Mandate, the Share Repurchase Mandate, the extension of the Share Issue Mandate and the re-election of the retiring Directors are in the best interests of the Company as well as the Shareholders. Accordingly, the Directors recommend that all the Shareholders should vote in favour of all the relevant resolutions relating to aforesaid matters.
– 6 –
LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, have 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.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular.
By order of the Board World Super Holdings Limited Lee Kai Man Executive Director
– 7 –
EXPLANATORY STATEMENT
APPENDIX I
This appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the issued Shares as at the date of passing the Repurchase Resolution.
1. EXERCISE OF THE SHARE REPURCHASE MANDATE
Exercise in full of the Share Repurchase Mandate, on the basis of 414,720,000 Shares in issue at the Latest Practicable Date, would result in up to 41,472,000 Shares (which will be fully paid and represent 10% of the Shares in issue (excluding treasury Shares) as at the Latest Practicable Date) being repurchased by the Company during the course of the period prior to the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or applicable laws of the Cayman Islands to be held; or (iii) the passing of any ordinary resolution of the Shareholders in general meeting of the Company revoking, varying or renewing the Share Repurchase Mandate.
2. REASONS FOR REPURCHASES
Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.
Under the GEM Listing Rules, the Company will either (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 any Shares in treasury, any sale or transfer of Shares held in treasury will be subject to the terms of the share issuance mandate in ordinary resolution no. 4 and made in accordance with the GEM Listing Rules and applicable laws and regulations of the Cayman Islands.
To the extent that any treasury shares are deposited with Central Clearing and Settlement System (“ CCASS ”) pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company’s own name as treasury shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.
– 8 –
EXPLANATORY STATEMENT
APPENDIX I
3. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company, the Articles of Association and the applicable laws and regulations of the Cayman Islands. Pursuant to the Share Repurchase Mandate, repurchases will be made out of funds of the Company legally permitted to be utilised in this connection, including funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase. In the case of any premium payable on the repurchase, out of funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company. The Company may not repurchase securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of GEM prevailing from time to time.
4. GENERAL
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 financial statements contained in the annual report of the Company for the year ended 31 December 2025) in the event that the Share Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Repurchase Mandate in accordance with the GEM Listing Rules, the memorandum of association of the Company, the Articles of the Association and all applicable laws of the Cayman Islands in force from time to time.
The Directors consider that neither this explanatory statement nor the proposed share repurchase has any unusual features.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the GEM Listing Rules), has any present intention, if the Share Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company or its subsidiaries.
No core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Share Repurchase Mandate is exercised.
– 9 –
EXPLANATORY STATEMENT
APPENDIX I
If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, 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 interest of the Shareholder(s), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of a repurchase of Shares made under the Share Repurchase Mandate. As at the Latest Practicable Date, the Directors are not aware of any Shareholder, or a group of Shareholders acting in concert who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Directors exercise the power to repurchase Shares made pursuant to the Share Repurchase Mandate.
The Directors are not aware of any consequence under the Takeovers Code as a result of a repurchase of Shares made under the Share Repurchase Mandate and have no present intention to exercise the power to repurchase Shares pursuant to the Share Repurchase Mandate to such an extent as to result in takeover obligations.
The Directors will not exercise the Share Repurchase Mandate if the repurchase would result in the number of Shares which are in the hands of the public falling below 25% of the total number of Shares in issue (or such other percentage as may prescribed as the minimum public shareholding under the GEM Listing Rules).
Any repurchase of Shares which results in the number of Shares held by the public being reduced to less than 25% could only be implemented with the approval of the Stock Exchange to waive the GEM Listing Rules requirements regarding the public shareholding. However, the Directors have no current intention to exercise the Share Repurchase Mandate to such an extent as would give rise to this obligation. In any event, the Company will not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.
5. SHARES PURCHASED BY THE COMPANY
No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
– 10 –
EXPLANATORY STATEMENT
APPENDIX I
6. SHARE PRICES
The highest and lowest traded prices of which the Shares were traded on the Stock Exchange during the each of the past 12 months up to the Latest Practicable Date were as follows:
| Price per Share | ||
|---|---|---|
| Highest | Lowest | |
| HK$ | HK$ | |
| 2025 | ||
| April | – | – |
| May | – | – |
| June | 0.150 | 0.085 |
| July | 0.114 | 0.070 |
| August | 0.124 | 0.081 |
| September | 0.124 | 0.089 |
| October | 0.120 | 0.078 |
| November | 0.113 | 0.097 |
| December | 0.110 | 0.097 |
| 2026 | ||
| January | 0.130 | 0.088 |
| February | 0.178 | 0.115 |
| March | 0.194 | 0.101 |
| April (up to the Latest Practicable Date) | 0.140 | 0.105 |
– 11 –
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
APPENDIX II
Below are the particulars of the retiring Directors proposed to be re-elected at the AGM:
Mr. Lee Kai Man
Mr. Lee, aged 62, was appointed as our executive Director on 25 March 2026. Mr. Lee is a member of the remuneration committee of the Company (the “ Remuneration Committee ”). Mr. Lee is currently a director of Success Dragon Holdings Limited and World Super Capital Limited, both of which are subsidiaries of the Company. Mr. Lee has joined our Group since December 2021. Prior to joining our Group, Mr. Lee worked at Kwok Wing Group Limited (國 榮聯合有限公司), a company based in Hong Kong and principally engaged in provision of construction related services, from December 1989 to December 2021, where he was last employed as a construction department manager and principally responsible for project coordination and supervision.
As at the Latest Practicable Date, Mr. Lee did not have any interest in the Shares within the meaning of Part XV of the SFO.
Mr. Lee has entered into a service contract with the Company for an initial term of three years commencing from 25 March 2026, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the service contract, he is entitled to a director’s fee of HK$25,000 per month, which was reviewed by the Board and the Remuneration Committee and determined by the Board with reference to market rates, his performance, qualifications and experience.
Mr. Lee has not held any directorship in the past three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed above, he is not connected with any other Directors, senior management or substantial or controlling shareholders of the Company and has not held any other position with any members of the Group.
Save as disclosed above, the Board is not aware of any other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no information to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules.
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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
APPENDIX II
Ms. Chan Lok Yin
Ms. Chan, aged 41, obtained a Bachelor’s Degree of Accounting from the Edinburgh Napier University in the United Kingdom in 2008. She became a member of The Hong Kong Institute of Certified Public Accountants in July 2011, and an associate of The Chartered Governance Institute in September 2015.
Ms. Chan joined the Group on 2 May 2023 and has been serving as (i) the company secretary of the Company, (ii) an authorised representative of the Company under Rule 5.24 of the GEM Listing Rules and (iii) an authorised representative of the Company to accept service of process and notices on the Company’s behalf in Hong Kong as required under Rule 5.24 of the GEM Listing Rules and Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). Ms. Chan is also currently, holding the position as the director in two subsidiaries of the Company namely Success Dragon Holdings Limited and World Super Capital Limited respectively. Ms. Chan has accumulated over 10 years of auditing, accounting, corporate governance and company secretarial experience. Prior to joining the Group, she worked for a number of listed companies in Hong Kong, taking the positions of financial controller and/or company secretary. For the period from April 2008 to December 2011, Ms. Chan served in various audit firms in Hong Kong with her last position as an accountant.
Ms. Chan joined GSN Corporations Limited (formerly known as Megalogic Technology Holdings Limited, later known as New Western Group Limited and last known as GSN Corporations Limited (a listed public company in Hong Kong which was delisted on 4 May 2022)) (“ GSN ”) in April 2012. She first served as assistant to finance director and company secretary. During the periods from April 2014 to April 2016, October 2014 to April 2016, and August 2019 to December 2021, she was the joint company secretary and authorised representative of the GSN. At GSN, Ms. Chan was responsible for accounting and financial management, and company secretarial matters. Ms. Chan was also the company secretary of Pak Tak International Limited (Stock Code: 2668) during the period from August 2015 to April 2017, CHYY Development Group Limited (Stock Code: 8128) during the period from August 2022 to December 2022 and China Supply Chain Holdings Limited (Stock Code: 3708) during the period from October 2022 to June 2023. Ms. Chan was an independent non-executive director of Elife Holdings Limited (stock code: 223) during the period from 24 December 2024 to 11 March 2025. Ms. Chan is currently the company secretary of AMCO United Holding Limited (Stock Code: 630) and such appointment commenced in January 2023.
As at the Latest Practicable Date, Ms. Chan did not have any interest in the Shares within the meaning of Part XV of the SFO.
– 13 –
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
APPENDIX II
Ms. Chan entered into a service contract with the Company on 30 June 2023, pursuant to which Ms. Chan has been appointed as an executive Director for an initial term of three years commencing from 30 June 2023, which is renewable automatically for successive terms of one year upon each expiry, unless terminated in accordance with the service contract. Her appointment is subject to the rotational retirement and re-election requirements at the general meetings of the Company pursuant to the articles of association of the Company. Pursuant to the service contract, Ms. Chan will receive an emolument of HK$53,000 per month. Ms. Chan’s emolument was determined by the Board on the recommendation of the remuneration committee of the Company with reference to her qualifications, experience, duties and responsibilities with the Company, as well as the Company’s performance and the prevailing market conditions, and will be reviewed annually.
As at the date of this circular and save as disclosed above, Ms. Chan has not held any directorship in the past three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed above, she is not connected with any other Directors, senior management or substantial or controlling shareholders of the Company and has not held any other position with any members of the Group.
Save as disclosed above, the Board is not aware of any other matters that need to be brought to the attention of the Shareholders in connection with her re-election and there is no information to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules.
Ms. Du Min
Ms. Du, aged 52, is a member of each of the Audit Committee, Nomination Committee and Remuneration Committee. Ms. Du obtained a Bachelor of International Trade from Anhui University in 1997 and a Master of Business Administration from Hong Kong Metropolitan University in 2022. Ms. Du has rich experience in corporate management and financial management. Since 2013, Ms. Du is the executive director and general manager of Anhui Quanwei IOT Technology Co., Ltd., a company incorporated in China. Prior to that, Ms. Du was the financial controller or financial in-charge of certain companies incorporated in China. Ms. Du was the non-executive director of Tian Cheng Holdings Limited (Stock Code: 2110) during the period from 14 February 2023 to 31 July 2023.
As at the Latest Practicable Date, Ms. Du did not have any interest in the Shares within the meaning of Part XV of the SFO.
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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
APPENDIX II
Ms. Du has entered into a letter of appointment with the Company for an initial term of one year commencing on 3 August 2023 subject to termination in certain circumstances as stipulated in her letter of appointment. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Pursuant to such letter of appointment, she is entitled to an annual remuneration of HK$240,000. The remuneration of Ms. Du is determined by the Board having regard to the recommendation of the Remuneration Committee and with reference to her qualifications, experience and duties and responsibilities with the Company and the prevailing market conditions. No bonus will be payable to Ms. Du for her appointment.
As at the date of this circular and save as disclosed above, Ms. Du has not held any directorship in the past three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed above, she is not connected with any other Directors, senior management or substantial or controlling shareholders of the Company and has not held any other position with any members of the Group.
Save as disclosed above, the Board is not aware of any other matters that need to be brought to the attention of the Shareholders in connection with her re-election and there is no information to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules.
Ms. Chan Li Li
Ms. Chan, aged 57, was appointed as our independent non-executive Director on 7 July 2025. Ms. Chan is the chairman of the Nomination Committee and a member of each of the Audit Committee and Remuneration Committee. Ms. Chan has over 30 years of accounting and management experience. She obtained a diploma in accounting from the School of Continuing Education, Hong Kong Baptist University in 2011. From October 1986 to the present, Ms. Chan successively held various accounting-related position in Unimix Limited, Toshiba Hong Kong Limited, Timax Electronics & Machinery Limited and Wow Restaurant Group Limited, and she is currently the accounting manager of Kei Waa Limited, an indirect wholly owned subsidiary of GBA Holdings Limited (Stock Code: 0261).
As at the Latest Practicable Date, Ms. Chan did not have any interest in the Shares within the meaning of Part XV of the SFO.
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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
APPENDIX II
Ms. Chan has entered into a letter of appointment with the Company for an initial term of one year commencing on 7 July 2025 subject to termination in certain circumstances as stipulated in her letter of appointment. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Pursuant to such letter of appointment, she is entitled to an annual remuneration of HK$72,000. The remuneration of Ms. Chan is determined by the Board having regard to the recommendation of the Remuneration Committee and with reference to her qualifications, experience and duties and responsibilities with the Company and the prevailing market conditions. No bonus will be payable to Ms. Chan for her appointment.
Ms. Chan has not held any directorship in the past three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed above, she is not connected with any other Directors, senior management or substantial or controlling shareholders of the Company and has not held any other position with any members of the Group.
Save as disclosed above, the Board is not aware of any other matters that need to be brought to the attention of the Shareholders in connection with her re-election and there is no information to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
World Super Holdings Limited 維亮控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8612)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of World Super Holdings Limited (the “ Company ”) will be held at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Thursday, 11 June 2026 at 3:00 p.m. for the following purposes:
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To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the company (the “ Director(s) ”) and the independent auditor for the year ended 31 December 2025.
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(A) To re-elect the following retiring Directors:
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(i) To re-elect Mr. Lee Kai Man as an executive Director;
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(ii) To re-elect Ms. Chan Lok Yin as an executive Director;
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(iii) To re-elect Ms. Du Min as an independent non-executive Director; and
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(iv) To re-elect Ms. Chan Li Li as an independent non-executive Director.
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(B) To authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors.
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To re-appoint Global Link CPA Limited as auditor of the Company for the ensuing year and to authorise the Board to fix its remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
To consider and, if thought fit, pass the following resolutions, with or without amendments, as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
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“ THAT :
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(a) Subject to paragraph (c) of this Resolution, and pursuant to the Rules Governing the Listing of Securities (the “ GEM Listing Rules ”) on the GEM of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the share capital of the Company (the “ Shares ”) and to make or grant offers, agreements and options (including but not limited to bonds, warrants, debentures, notes and any securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such power or to resell the treasury Shares (if permitted under the GEM Listing Rules) be and is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including but not limited to bonds, warrants, debentures, notes and any securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such power either during or after the end of the Relevant Period;
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(c) the total number of Shares allotted, issued and dealt or agreed conditionally or unconditionally to be allotted, issued and dealt (whether pursuant to an option or otherwise) or treasury Shares to be resold (if permitted under the GEM Listing Rules) by the Directors pursuant to the approval in paragraph (a) of this Resolutions (otherwise than pursuant to (i) a rights issue, (ii) an issue of Shares upon the exercise of any subscription or conversion rights attaching to any bonds, warrants, debentures, notes or any securities which carry rights to subscribe for or are convertible into Shares, (iii) an issue of Shares upon the exercise of any options which may be granted under the share option scheme or any other option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of the subsidiaries of the Company or any other person of Shares or rights to acquire Shares, (iv) any scrip dividend schemes or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, or (v) a specific authority granted by the Shareholders in general meeting) shall not exceed 20% of the total number of issued Shares (excluding treasury Shares) as at the date of passing this Resolution and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
- (d) for the purpose of this Resolution,
“Relevant Period” means the period from the passing of this Resolution, until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association the Company or any applicable laws of the Cayman Islands to be held; or
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(iii) the passing of any ordinary resolution of the shareholders in general meeting of the Company revoking, varying or renewing this Resolution; and
“Rights Issue” means an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”
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“ THAT :
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(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on GEM or on any other stock exchange on which the Shares may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the GEM Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
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(b) the total number of Shares to be repurchased pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the total number of issued Shares (excluding treasury Shares) as at the date of passing this Resolution and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
- (c) for the purposes of this Resolution:
“Relevant Period” means the period from the passing of this Resolution, until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(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; or
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(iii) the passing of any ordinary resolution of the shareholders in general meeting of the Company revoking, varying or renewing the Resolution.”
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“ THAT subject to the passing of ordinary resolutions nos. 4 and 5 above, the general mandate granted to the Directors pursuant to ordinary resolution no. 4 above be and is hereby extended by the addition to the total number of Shares which may be allotted, issued, dealt with or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the Shares repurchased by the Company pursuant to ordinary resolution no. 5 above, provided that such extended amount shall not exceed 10% of the total number of issued Shares (excluding treasury Shares) as at the date of passing this Resolution.”
By Order of the Board World Super Holdings Limited Lee Kai Man Executive Director
Hong Kong, 22 April 2026
Notes:
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Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies (if a member who is the holder of two or more shares of the Company) to attend and vote in his stead. A proxy need not be a member of the Company.
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To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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NOTICE OF ANNUAL GENERAL MEETING
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The register of members of the Company will be closed from Monday, 8 June 2026 to Thursday, 11 June 2026, both days inclusive, during which period no transfer of shares will be registered. The record date for determining the eligibility of the Shareholders to attend and vote at the AGM will be 11 June 2026 (Thursday). In order to qualify for attendance of the meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on Friday, 5 June 2026.
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With regard to resolution no. 2(A) set out in this notice, biographical details of the retiring Directors are set out in Appendix II to the circular of the Company dated 22 April 2026.
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In connection with the proposed share repurchase mandate under ordinary resolution no. 5, an explanatory statement as required by the GEM Listing Rules is set out in Appendix I to the circular of the Company dated 22 April 2026.
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As at the date of this notice, the Board comprises of Mr. Lee Kai Man and Ms. Chan Lok Yin as executive Directors; and Mr. Chim Tak Lai, Ms. Du Min and Ms. Chan Li Li as independent non-executive Directors.
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Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting, or any adjourned meeting, should you so wish. In such event, the proxy form shall be deemed to be revoked.
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If Typhoon Signal No. 8 or above, or a “black” rainstorm warning or extreme conditions caused by super typhoon is in effect in Hong Kong any time after 7:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will post an announcement on the websites of the Company at www.worldsuperhk.com and the Stock Exchange at www.hkexnews.hk to notify members of the date, time and place of the rescheduled meeting.
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