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XXF Group Holdings Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in XXF Group Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
XXF GROUP HOLDINGS LIMITED
喜相逢集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2473)
(1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS,
(2) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES,
(3) PROPOSED RE-APPOINTMENT OF AUDITOR AND
(4) NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting to be held at Building 3, Fuxing Economic Development Zone (Fuzhou Software Park Jin'an Branch), No. 318 Fuguang Road, Jin'an District, Fuzhou, Fujian Province on Wednesday, 18 June 2025 at 10:00 a.m. (Hong Kong time) is set out on pages 17 to 21 of this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting or the adjourned meeting thereof. Accordingly, this form of proxy must be delivered to the Company's share registrar in Hong Kong not later than 10:00 a.m. on Monday, 16 June 2025 (Hong Kong time). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.
This circular together with the form of proxy are also published on the websites of the Stock Exchange (https://www.hkexnews.hk) and the Company (https://www.xxfqc.com).
12 May 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 4
- Proposed Re-election of Retiring Directors 5
- Proposed Grant of General Mandate to Issue Shares 5
- Proposed Grant of General Mandate to Repurchase Shares 6
- Proposed Re-appointment of Auditor 6
- Annual General Meeting and Proxy Arrangement 7
- Closure of the Register of Members 8
- Recommendation 8
- Responsibility Statement 8
Appendix I - Details of the Directors Proposed to be Re-elected 9
Appendix II - Explanatory Statement on the Share Repurchase Mandate 13
Notice of Annual General Meeting 17
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting"
the annual general meeting of the Company to be held at Building 3, Fuxing Economic Development Zone (Fuzhou Software Park Jin'an Branch), No. 318 Fuguang Road, Jin'an District, Fuzhou, Fujian Province on Wednesday, 18 June 2025 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 17 to 21 of this circular, or any adjournment thereof
"Articles of Association"
the amended and restated memorandum and articles of association of the Company
"Audit Committee"
the audit committee of the Board
"Board"
the board of Directors
"CCASS"
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
"Company"
XXF Group Holdings Limited, an exempted company with limited liability incorporated in the Cayman Islands whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 2473)
"Director(s)"
the director(s) of the Company
"General Mandates"
the Share Issue Mandate and the Share Repurchase Mandate
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
7 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
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DEFINITIONS
"Listing Date"
9 November 2023, being the date on which the Shares are first listed and dealings in the Shares are first permitted to take place on the Main Board of the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange (as amended, supplemented or otherwise modified from time to time)
"Mainland China" or "PRC"
the People's Republic of China excluding, for the purposes of this circular and geographical reference only and except where the context requires otherwise, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Nomination Committee"
the nomination committee of the Board
"Pre-IPO Share Option Scheme"
the share option scheme adopted by the Company on 9 October 2023
"Remuneration Committee"
the remuneration committee of the Board
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (as amended, supplemented or otherwise modified from time to time)
"Share(s)"
ordinary share(s) in the share capital of the Company with the nominal value of one-third Hong Kong cent (approximately HK$0.003333333333) each
"Share Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue or deal with additional Shares (including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting such mandate
"Share Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares on the Stock Exchange of up to a maximum of 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting such mandate
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| DEFINITIONS | |
|---|---|
| “Shareholder(s)” | holder(s) of Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Code on Takeovers and Mergers and Share Buybacks, as published by the Securities and Futures Commission (as amended, supplemented or otherwise modified from time to time) |
| “Treasury shares” | has the meaning ascribed thereto under the Listing Rules |
| “%” | per cent |
LETTER FROM THE BOARD
XXF GROUP HOLDINGS LIMITED
喜相逢集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2473)
Executive Directors:
Mr. HUANG Wei
Mr. YE Fuwei
Ms. ZHANG Jinghua
Non-executive Director:
Mr. LIU Wei
Independent Non-executive Directors:
Mr. WU Fei
Mr. FUNG Che Wai, Anthony
Mr. CHEN Shuo
Registered Office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal place of business
in Hong Kong:
1709 Shun Tak Centre
West Tower
168-200 Connaught Road Central
Sheung Wan
Central and Western
Hong Kong
12 May 2025
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS,
(2) PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES,
(3) PROPOSED RE-APPOINTMENT OF AUDITOR
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information, among other things, on the resolutions to be proposed at the Annual General Meeting: (i) the re-election of the retiring Directors; (ii) the Share Issue Mandate; (iii) the Share Repurchase Mandate; and (iv) the re-appointment of auditor.
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 84(1) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.
Accordingly, Mr. LIU Wei, non-executive Director, Mr. WU Fei, an independent non-executive Director, and Mr. FUNG Che Wai, Anthony, an independent non-executive Director, shall retire from their offices by rotation as Directors at the Annual General Meeting and, being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.
Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular.
The Nomination Committee has reviewed the structure and composition of the Board, the retiring Directors' qualifications, skills and experience, time commitment and contribution with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Nomination Policy and the Company's corporate strategy. Accordingly, the Nomination Committee has recommended to the Board, and the Board has accepted such recommendation, on the re-election of all the retiring Directors. Each of the retiring Directors abstained from voting at the relevant Board and/or Nomination Committee meeting regarding their respective proposed re-election.
The Nomination Committee has reviewed the annual confirmation of independence based on the independence criteria pursuant to Rule 3.13 of the Listing Rules, and confirmed that Mr. Wu Fei and Mr. Fung Che Wai, Anthony remain independent. The Board considers that with their past experience and in-depth understanding with the operations and business of the Group, the re-election of Mr. Wu Fei and Mr. Fung Che Wai, Anthony as independent non-executive Directors is in the best interest of the Company and Shareholders as a whole.
3. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
Pursuant to an ordinary resolution passed by the Shareholders at the annual general meeting held on 14 June 2024, the general and unconditional mandate granted to the Directors to allot, issue and deal with Shares will lapse at the conclusion of the Annual General Meeting.
An ordinary resolution will be proposed at the Annual General Meeting to grant to the Directors the Share Issue Mandate to allot, issue or deal with additional Shares (including any sale or transfer of treasury shares out of treasury) of not exceeding 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting the Share Issue Mandate (i.e. a total of 309,375,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting).
LETTER FROM THE BOARD
The Share Issue Mandate shall continue to be in force during the period from the date of passing such resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and (iii) the date on which such authority is varied or revoked by an ordinary resolution of the Shareholders in a general meeting.
Any Shares to be allotted and issued (whether for cash or otherwise) under the authority granted by the proposed Share Issue Mandate shall not be at a discount of more than 20% to the "benchmark price" (as described in Rule 13.36(5) of the Listing Rules).
4. PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES
Pursuant to an ordinary resolution passed by the Shareholders at the annual general meeting held on 14 June 2024, the general and unconditional mandate granted to the Directors to exercise all powers to repurchase Shares will lapse at the conclusion of the Annual General Meeting.
An ordinary resolution will be proposed at the Annual General Meeting to grant to the Directors the Share Repurchase Mandate to repurchase Shares on the Stock Exchange of up to a maximum of 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting the Share Repurchase Mandate (i.e. a total of 154,687,500 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). The Share Repurchase Mandate shall continue to be in force during the period from the date of passing such resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and (iii) the date on which such authority is varied or revoked by an ordinary resolution of the Shareholders in a general meeting.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting is set out in Appendix II to this circular.
5. PROPOSED RE-APPOINTMENT OF AUDITOR
PricewaterhouseCoopers, which has audited the consolidated financial statements of the Company for the year ended 31 December 2024, will retire as the auditor of the Company at the Annual General Meeting, and being eligible, offer itself for re-appointment.
LETTER FROM THE BOARD
The Board, upon the recommendation of the Audit Committee, proposes to re-appoint PricewaterhouseCoopers as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company and authorize the Board to fix the auditor's remuneration.
6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 17 to 21 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by way of a poll save that the chairman of the Annual General Meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
There is no Shareholder who has any material interest in the proposed resolutions, therefore none of the Shareholders is required to abstain from voting on such resolutions.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative, shall have one vote for every fully paid Share of which he/she is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his/her votes or cast all the votes he/she uses in the same way.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (https://www.hkexnews.hk) and the Company (https://www.xxfqc.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting or the adjourned meeting thereof. Accordingly, this form of proxy must be delivered to the Company's share registrar in Hong Kong before 10:00 a.m. on Monday, 16 June 2025 (Hong Kong time). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.
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LETTER FROM THE BOARD
7. CLOSURE OF THE REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 13 June 2025 to Wednesday, 18 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 12 June 2025 (Hong Kong time), being the last registration date.
8. RECOMMENDATION
The Directors consider that (i) the re-election of the retiring Directors; (ii) the Share Issue Mandate; (iii) the Share Repurchase Mandate; and (iv) the re-appointment of auditor are in the best interests of the Company and the Shareholders as a whole, and would recommend the Shareholders to vote in favor of the relevant resolutions to be proposed at the Annual General Meeting.
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.
Yours faithfully,
For and on behalf of the Board
XXF Group Holdings Limited
Mr. HUANG Wei
Chairman of the Board, chief executive officer
and executive Director
APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED
The following are details of the Directors who will retire and being eligible, offer themselves for re-election as Directors at the Annual General Meeting.
Mr. Liu Wei (劉偉), aged 37, was appointed as our non-executive Director on 28 November 2019. Mr. Liu has been serving as a director of XXF Group since July 2015. Mr. Liu has also been serving as a vice president at Shenghui Logistic Group Co. Ltd.* (盛輝物流集團有限公司) since March 2013 and has been primarily in charge of its information technology department and human resources department.
Mr. Liu received his bachelor's degree in process equipment and control engineering from Fuzhou University (福州大學) in the PRC in June 2009 and his master's degree of science in management and entrepreneurship from University of Sussex in the United Kingdom in January 2013.
Mr. Liu was appointed as a member of the 13th Fuzhou Municipal Committee of the Chinese People's Political Consultative Conference* (中國人民政治協商會議第十三屆福州市委員會) in December 2016.
Mr. Liu did not have any interests in the Shares and underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Mr. Liu entered into a service contract with the Company for a term of 3 years commencing from the Listing Date and is subject to termination in accordance with the terms. The terms of the service contract may be renewed in accordance with the Articles of Association and the applicable Listing Rules. Mr. Liu is not entitled to receive any director's fee.
Save as disclosed above, Mr. Liu does not (i) hold any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past 3 years; (ii) hold any other positions in the Company and its subsidiaries; (iii) have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) have other major appointments or professional qualifications.
Mr. WU Fei (吳飛), aged 53, was appointed as our independent non-executive Director on 9 October 2023. Since May 2023, Mr. Wu has been serving as an independent non-executive director of New Hope Dairy Co., Ltd. (新希望乳業股份有限公司), a dairy products manufacturer and seller listed on the Shenzhen Stock Exchange (stock code: 002946), where he was primarily responsible for supervising and providing independent advice to the board. Mr. Wu has also been serving as the legal representative of Shanghai Gaojin Education Technology Co., Ltd. (上海高金教育科技有限公司) since February 2023.
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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED
From January 2020 to April 2023, Mr. Wu served as an independent non-executive director of Anhui Anfu Battery Technology Co., Ltd. (安徽安孚電池科技股份有限公司), formerly known as Anhui Andeli Department Store Co., Ltd. (安徽安德利百貨股份有限公司), a batteries manufacturer and seller listed on the Shanghai Stock Exchange (stock code: 603031), where he was primarily responsible for supervising and providing independent advice to the board. From November 2020 to March 2022, Mr. Wu served as an independent non-executive director of Shanghai Lily & Beauty Cosmetics Co., Ltd. (上海麗人麗妝化妝品股份有限公司), an e-commerce retail company listed on the Shanghai Stock Exchange (stock code: 605136), where he was primarily responsible for supervising and providing independent advice to the board.
From February 2018 to January 2021, Mr. Wu served as an independent non-executive director of CEFC Hong Kong Financial Investment Company Limited (香港華信金融投資有限公司) (now known as Virtual Mind Holding Company Limited (天機控股有限公司)), an apparel manufacturer and seller listed on the Main Board of the Stock Exchange (stock code: 1520), where he was primarily responsible for supervising and providing independent advice to the board. From December 2016 to December 2019, Mr. Wu served as an independent non-executive director of Fujian Raynen Technology Co., Ltd. (福建睿能科技股份有限公司), a high-tech company listed on the Shanghai Stock Exchange (stock code: 603933), where he has been primarily responsible for supervising and providing independent advice to the board. Since June 2013, Mr. Wu has been serving as a professor at Shanghai Advanced Institute of Finance of Shanghai Jiao Tong University (上海交通大學上海高級金融學院). He served as a professor at Jiangxi University of Finance and Economics (江西財經大學) from November 2010 to October 2013, a member of its Academic Committee (學術委員會) from October 2009 to September 2013 and an associate dean of its International Academy of Financial Management* (金融管理國際研究院) from March 2012 to June 2013. From June 2004 to March 2010, Mr. Wu served as a senior lecturer presenting finance related lectures at Massey University in New Zealand.
Mr. Wu received his bachelor's degree in industrial economics from South China University of Technology* (華南理工大學) in the PRC in July 1994, his master's degree in financial investment from University of Aberdeen in the United Kingdom in November 2000, and his doctor's degree of philosophy in banking and finance from University College Dublin in the Republic of Ireland in March 2005.
Mr. Wu did not have any interests in the Shares and underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Mr. Wu entered into a letter of appointment with the Company for a term of 3 years commencing from the Listing Date and is subject to termination in accordance with the terms. The terms of the letter of appointment may be renewed in accordance with the Articles of Association and the applicable Listing Rules. Mr. Wu is entitled to receive a director's fee of HK$240,000 per annum.
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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED
Save as disclosed above, Mr. Wu does not (i) hold any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past 3 years; (ii) hold any other positions in the Company and its subsidiaries; (iii) have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) have other major appointments or professional qualifications.
Mr. Fung Che Wai, Anthony (馮志偉), aged 55, was appointed as our independent non-executive Director on 9 October 2023. Since 7 October 2024, Mr. Feng has been serving as an independent non-executive director of Zhejiang Taimei Medical Technology Co., Ltd., a PRC medical technology company listed on the Main Board of the Stock Exchange (stock code: 2576), where he is mainly responsible for supervisory duties and providing independent opinions to the board of directors. Since 4 January 2024, Mr. Fung has been serving as an independent non-executive Director of Qyuns Therapeutics Co., Ltd. (江蘇荃信生物醫藥股份有限公司), a clinical-stage biotech company listed on the Main Board of the Stock Exchange (stock code: 2509), where he is mainly responsible for providing independent advice to the board. Since 6 December 2023, Mr. Fung has been serving as an independent non-executive Director of Dekon Food and Agriculture Group (四川德康農牧食品集團股份有限公司), a livestock and poultry breeding and farming enterprise in China listed on the Main Board of the Stock Exchange (stock code: 2419), where he is mainly responsible for supervising and providing independent advice to the board. Since November 2021, Mr. Fung has been serving as an independent non-executive director of Zhong An Group Limited (眾安集團有限公司), a Chinese property developer listed on the Main Board of the Stock Exchange (stock code: 0672), where he is primarily responsible for supervising and providing independent advice to the board of directors. Since 9 October 2020, Mr. Fung has been serving as an independent non-executive director of KWG Living Group Holdings Limited (合景悠活集團控股有限公司), a comprehensive property management service provider listed on the Main Board of the Stock Exchange (stock code: 3913). From April 2017 to August 2023, Mr. Fung has been serving as an independent non-executive director of FY Financial (Shenzhen) Co., Ltd. (富銀融資租賃(深圳)股份有限公司), a financial services company listed on the GEM of the Stock Exchange (stock code: 8452), where he has been primarily responsible for supervising and providing independent advice to the board of directors. From May 2017 to December 2022 and from March 2019 to December 2022, Mr. Fung served as the chief financial officer and company secretary, respectively, of Beijing Enterprises Urban Resources Group Limited (北控城市資源集團有限公司), an integrated waste management solution provider listed on the Main Board of the Stock Exchange (stock code: 3718), where he was primarily responsible for the overall financial and investor relations matters. From June 2017 to October 2021, Mr. Fung served as an independent non-executive director of S&P International Holding Limited (椰豐集團有限公司), a coconut food manufacturer and seller listed on the Main Board of the Stock Exchange (stock code: 1695), where he was primarily responsible for supervising and providing independent advice to the board.
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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED
From September 2014 to April 2017, Mr. Fung served as an external supervisor of Chery HuiYin Motor Finance Service Co., Ltd.* (奇瑞徽銀汽車金融股份有限公司), an automobile finance joint venture, where he was primarily responsible for monitoring the company's operations as a member of the board of supervisors. From July 2014 to April 2017, Mr. Fung served as the chief financial officer and company secretary of Kong Sun Holdings Limited (江山控股有限公司), a solar power plants investor and operator listed on the Main Board of the Stock Exchange (stock code: 0295), where he was primarily responsible for overall financial operation, company secretarial matters and investor relations. From January 2011 to July 2014, Mr. Fung served as the chief financial officer and company secretary of Zall Development (Cayman) Holding Co., Ltd. (卓爾發展(開曼)控股有限公司) (now known as Zall Smart Commerce Group Ltd. (卓爾智聯集團有限公司)), a property developer listed on the Main Board of the Stock Exchange (stock code: 2098), where he was primarily responsible for financial and compliance matters. From January 2008 to August 2010, Mr. Fung served as the vice president of NagaCorp Ltd. (金界控股有限公司), a licensed casino listed on the Main Board of the Stock Exchange (stock code: 3918), where he was primarily responsible for development of investor relations procedures, policies and strategies for the company and liaison with existing and potential investors as well as analysts. From October 1999 to August 2007, Mr. Fung served as a director of Winsmart Consultants Limited (弘陞投資顧問有限公司), a financial consulting company, where he was primarily responsible for advising the client on corporate finance and investor relations related matters. From August 1992 to September 1999, he successively served as a staff accountant, semi senior accountant, senior accountant and manager in Deloitte Touche Tohmatsu, where he was primarily responsible for audit planning and control.
Mr. Fung received his bachelor's degree of arts in accountancy from Hong Kong Polytechnic University in October 1992. Mr. Fung was admitted as a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants in October 2001 and September 2005, respectively.
Mr. Fung did not have any interests in the Shares and underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Mr. Fung entered into a letter of appointment with the Company for a term of 3 years commencing from the Listing Date and is subject to termination in accordance with the terms. The terms of the letter of appointment may be renewed in accordance with the Articles of Association and the applicable Listing Rules. Mr. Fung is entitled to receive a director's fee of HK$240,000 per annum.
Save as disclosed above, Mr. Fung does not (i) hold any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past 3 years; (ii) hold any other positions in the Company and its subsidiaries; (iii) have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) have other major appointments or professional qualifications.
Save as disclosed above, there are no other matters concerning the re-elections of Mr. LIU Wei, Mr. WU Fei and Mr. FUNG Che Wai, Anthony as Directors that need to be brought to the attention of the Shareholders nor is there any other information that need to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.
- LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such stock exchange is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,546,875,000 Shares (with no treasury shares).
Subject to the passing of the ordinary resolution of granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 1,546,875,000 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 154,687,500. Shares, representing 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the Annual General Meeting.
- REASONS FOR SHARE REPURCHASE
The Directors believe that it is in the best interests of the Company and Shareholders as a whole for the Directors to receive the general authority from the Shareholders to repurchase Shares in the market. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share.
- FUNDING OF SHARE REPURCHASE
Repurchase made by the Company pursuant to the Share Repurchase Mandate may only be funded out of funds legally available for the purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
It is presently proposed that any repurchase of the Shares would be made out of profits of the Company or the proceeds of a fresh issue made for the repurchase or out of capital provided that on the day immediately following the date of repurchase the Company is able to pay its debts as they fall due in the ordinary course of business.
5. IMPACT OF SHARE REPURCHASE
On the basis of the financial position of the Company as of 31 December 2024 (being the date of its latest audited accounts), the Directors consider that there is no material adverse impact on the working capital or gearing position of the Company if the Share Repurchase Mandate is exercised in full during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position of the Company which in the opinion of the Directors is from time to time appropriate for the Company.
6. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange from January 2024 and up to and including the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| January | 1.300 | 0.737 |
| February | 1.100 | 0.960 |
| March | 1.137 | 0.907 |
| April | 0.977 | 0.770 |
| May | 1.400 | 0.893 |
| June | 1.783 | 1.513 |
| July | 2.433 | 1.630 |
| August | 2.600 | 2.087 |
| September | 3.013 | 2.483 |
| October | 5.933 | 2.810 |
| November | 5.867 | 4.753 |
| December | 5.007 | 4.340 |
| 2025 | | |
| January | 5.410 | 4.420 |
| February | 7.730 | 5.690 |
| March | 6.790 | 6.150 |
| April | 6.890 | 6.060 |
| May (up to the Latest Practicable Date) | 6.670 | 6.300 |
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
7. GENERAL
If the Company repurchases any Shares pursuant to the Share Repurchase Mandate, 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 Issue Mandate in ordinary resolution no. 4(a) as set out in the notice of the Annual General Meeting and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, 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, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in its own name as treasury shares.
None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company, if the Share Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.
No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell any Shares to the Company, or have undertaken not to do so, if the Share Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.
The Directors have confirmed that they will exercise the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
The Directors have confirmed that neither this explanatory statement nor the Share Repurchase Mandate has unusual features.
8. TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
To the best knowledge and belief of the Directors, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the proposed Share Repurchase Mandate.
- SHARES REPURCHASE MADE BY THE COMPANY
No repurchase of Shares had been made by the Company in the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).
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NOTICE OF ANNUAL GENERAL MEETING
XXF GROUP HOLDINGS LIMITED
喜相逢集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2473)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of XXF Group Holdings Limited (the "Company") will be held at Building 3, Fuxing Economic Development Zone (Fuzhou Software Park Jin'an Branch), No. 318 Fuguang Road, Jin'an District, Fuzhou, Fujian Province on Wednesday, 18 June 2025 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
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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 (the "Director(s)") and the independent auditor of the Company for the year ended 31 December 2024.
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To consider and approve, each as a separate resolution, if thought fit, the following ordinary resolutions:
(a) To re-elect Mr. LIU Wei as a non-executive Director.
(b) To re-elect Mr. WU Fei as an independent non-executive Director.
(c) To re-elect Mr. FUNG Che Wai, Anthony as an independent non-executive Director.
(d) To authorize the board of Directors (the "Board") of the Company to fix the Directors' remuneration.
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To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorize the Board to fix the auditor's remuneration.
-
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
(a) “THAT:
(i) subject to paragraph (iii) of this resolution, and pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined) on all the powers of the Company to allot, issue or otherwise deal with additional shares in the share 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 would or might require the exercise of such powers, be and the same is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) of this resolution shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
(iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (i) of this resolution, otherwise than by way of (a) Rights Issue (as hereinafter defined); or (b) the exercise of or the grant of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company (the “Articles of Association”) in force from time to time, shall not exceed 20% of the total number of issued shares of the Company in issue (excluding treasury shares) as at the date of passing of this resolution and the said approval be limited accordingly; and
(iv) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
NOTICE OF ANNUAL GENERAL MEETING
(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and
(3) the date on which such authority is varied or revoked by an ordinary resolution of the Shareholders in a general meeting.
“Rights Issue” means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital of the Company 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 in the Company (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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company).
(b) “THAT:
(i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the share capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (the “SFC”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time, and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(ii) the aggregate nominal amount of issued shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (i) of this resolution during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(iii) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and
(3) the date on which such authority is varied or revoked by an ordinary resolution of the Shareholders in a general meeting.”
(c) “THAT conditional upon resolutions nos. 4(a) and 4(b) above being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue or otherwise deal with additional shares of the Company pursuant to resolution no. 4(a) above be and hereby extended by the addition to the aggregate number of the shares of the Company which may be allotted by the directors of the Company pursuant to such general mandate an amount representing the aggregate number of the shares of the Company repurchased by the Company under the authority granted pursuant to resolution no. 4(b) above, provided that such amount shall not exceed 10% of the issued shares of the Company (excluding treasury shares) at the date of passing of this resolution.”
Yours faithfully,
For and on behalf of the Board
XXF Group Holdings Limited
Mr. HUANG Wei
Chairman of the Board, chief executive officer
and executive Director
Hong Kong, 12 May 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
All resolutions at the Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy/more than one proxy to attend and on a poll, vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.
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In the case of joint holders of shares, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if it/he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such shares shall alone be entitled to vote in respect thereof.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Meeting or the adjourned meeting thereof. Accordingly, this form of proxy must be delivered to the Company’s share registrar in Hong Kong not later than 10:00 a.m. on Monday, 16 June 2025 (Hong Kong time). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, 13 June 2025 to Wednesday, 18 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 12 June 2025 (Hong Kong time), being the last registration date.
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References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this notice, the executive directors are Mr. Huang Wei, Mr. Ye Fuwei and Ms. Zhang Jinghua, the non-executive director is Mr. Liu Wei, and the independent non-executive directors are Mr. Wu Fei, Mr. Fung Che Wai, Anthony and Mr. Chen Shuo.
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