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Yadea Group Holdings Ltd. 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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Yadea Group Holdings Ltd., you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer 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.
Yadea Group Holdings Ltd.
雅迪集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1585)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES AND
REPURCHASE SHARES
AND
RE-ELECTION OF RETIRING DIRECTORS
AND
DECLARATION OF A FINAL DIVIDEND
AND A SPECIAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as those defined in the section “Definitions” of this circular.
A notice convening the Annual General Meeting to be held at 31/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Tuesday, 17 June 2025 at 10:00 a.m. is set out on pages 15 to 20 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.yadea.com.cn). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude any Shareholder from attending and voting in person at the Annual General Meeting if you so wish and in such event the form of proxy shall be deemed to be revoked. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury shares of the Company, if any, shall abstain from voting at the Annual General Meeting.
25 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I — DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION ... 8
APPENDIX II — EXPLANATORY STATEMENT ... 11
NOTICE OF ANNUAL GENERAL MEETING ... 15
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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 31/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Tuesday, 17 June 2025 at 10:00 a.m., or any adjournment thereof and notice of which is set out on pages 15 to 20 of this circular
“Articles of Association” the articles of association of the Company, as amended from time to time
“Board” the board of Directors
“Company” Yadea Group Holdings Ltd. (雅迪集團控股有限公司), a limited liability company incorporated in the Cayman Islands on 17 July 2014, with its Shares listed on the main board of the Stock Exchange
“Controlling Shareholders” has the meaning ascribed to it in the Listing Rules and unless the context otherwise requires, refers to Mr. Dong, Ms. Qian, Dai Wei and Fang Yuan
“Dai Wei” Dai Wei Investment Company Limited, one of the Controlling Shareholders and an entity wholly-owned by Mr. Dong
“Director(s)” the director(s) of the Company
“Fang Yuan” Fang Yuan Investment Company Limited, one of the Controlling Shareholders and an entity wholly-owned by Ms. Qian
“Group” the Company and its subsidiaries
“HKD” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Issue Mandate” a general unconditional mandate to be granted to the Directors at the Annual General Meeting to allot, issue and deal in Shares (including any sale or transfer of treasury shares out of treasury) of up to 20% of the number of the issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting such mandate
“Latest Practicable Date” 16 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
– 1 –
DEFINITIONS
"Listing Date"
19 May 2016, the date on which dealings in the Shares first commenced on the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"Mr. Dong"
Mr. Dong Jinggui, the chairman of the Board, an executive Director, one of the Controlling Shareholders and spouse of Ms. Qian
"Ms. Qian"
Ms. Qian Jinghong, the chief executive officer of the Group, an executive Director, one of the Controlling Shareholders and spouse of Mr. Dong
"PRC" or "China"
the People's Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Repurchase Mandate"
a general unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase such number of Shares of up to 10% of the number of the issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution granting such mandate
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time
"Share(s)"
ordinary share(s) of nominal value of US$0.00001 each in the capital of the Company
"Shareholder(s)"
the holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"substantial Shareholder(s)"
has the same meaning ascribed to it under the Listing Rules
"Takeovers Code"
the Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended from time to time
"treasury shares"
the meaning as ascribed thereto under the Listing Rules
"US$"
United States dollar, the lawful currency of the United States of America
"%"
per cent
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LETTER FROM THE BOARD
Yadea Group Holdings Ltd.
雅迪集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1585)
Executive Directors:
Mr. Dong Jinggui (Chairman)
Ms. Qian Jinghong (Chief executive officer)
Mr. Shen Yu
Non-executive Director:
Mr. Zhang Yiyin
Independent non-executive Directors:
Mr. Wong Lung Ming
Mr. Chen Mingyu
Ms. Ma Chenguang
Ms. Liang Qin
Registered office:
Windward 3, Regatta Office Park
P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands
Head office and principal place of business in the PRC:
Xishan Road
Dacheng Industrial Zone
Anzhen Town
Xishan District
Wuxi, Jiangsu Province
China
Principal place of business in Hong Kong:
31/F., Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
25 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES AND
REPURCHASE SHARES
AND
RE-ELECTION OF RETIRING DIRECTORS
AND
DECLARATION OF A FINAL DIVIDEND
AND A SPECIAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
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LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and information and to seek your approval in respect of, among other matters, the following resolutions to be put forward at the Annual General Meeting: (a) the ordinary resolutions granting to the Directors the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate; (b) the ordinary resolutions for re-electing Directors; and (c) the ordinary resolution for declaration of a final dividend and a special dividend.
ISSUE MANDATE
In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares (including any sale or transfer of treasury shares out of treasury), an ordinary resolution will be proposed at the Annual General Meeting to grant a general mandate to the Directors to exercise all powers of the Company to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares out of treasury) of up to 20% of the number of the issued Shares (excluding treasury shares) as at the date of passing of such resolution in relation to the Issue Mandate.
As at the Latest Practicable Date, the number of issued Share was 3,112,647,294 Shares. Subject to the passing of the ordinary resolution and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to allot, issue and deal with (including any sale or transfer out of treasury) addition Shares of up to 622,529,458 Shares, representing 20% of the number of the Shares in issue.
In addition, subject to a separate approval of the ordinary resolution numbered 5(C), the number of Shares repurchased by the Company under the proposed Repurchase Mandate will also be added to extend the 20% limit of the Issue Mandate provided that such additional number of the Shares shall not exceed 10% of the number of the issued Shares (excluding treasury shares) as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any new Shares (including to sell or transfer any treasury shares out of treasury) pursuant to the Issue Mandate.
REPURCHASE MANDATE
An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise all powers of the Company to repurchase Shares representing up to 10% of the number of the issued Shares (excluding treasury shares) as at the date of passing of such resolution in relation to the Repurchase Mandate.
LETTER FROM THE BOARD
EXPLANATORY STATEMENT
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.
RE-ELECTION OF RETIRING DIRECTORS
In accordance with article 108(a) of the Articles of Association, Mr. Dong, Ms. Qian and Mr. Zhang Yiyin will retire as Directors, and Mr. Dong and Ms. Qian are eligible for re-election at the Annual General Meeting. Mr. Zhang Yiyin, however, has notified the Board that he will not seek for re-election and will resign from his position as a non-executive Director and his roles on the Board committees with effect from 29 April 2025. For further details, please refer to the Company's announcement dated 25 April 2025.
As such, Mr. Shen Yu together with Mr. Dong and Ms. Qian will retire and offer themselves for re-election at the Annual General Meeting in order to fulfil the requirement of the Articles of Association. Details of the above retiring Directors who are standing for re-election at the Annual General Meeting are set out in Appendix I to this circular.
DECLARATION OF A FINAL DIVIDEND AND A SPECIAL DIVIDEND
The Board recommends to distribute a final dividend and a special dividend in respect of the year ended 31 December 2024 at 22.0 HK cents per Share (2023: 48.0 HK cents per Share) and 23.0 HK cents per Share (2023: nil), respectively, which is subject to the approval from the Shareholders at the Annual General Meeting and is expected to be distributed to the Shareholders whose names appear on the register of members of the Company on Friday, 27 June 2025.
NOTICE OF ANNUAL GENERAL MEETING
Set out on pages 15 to 20 of this circular is the notice convening the Annual General Meeting to consider and, if appropriate, to approve the ordinary resolutions in relation to, among others, the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, the re-election of the retiring Directors and the declaration of a final dividend and a special dividend.
CLOSURE OF REGISTER OF MEMBERS
For determining eligibility to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 12 June 2025 to Tuesday, 17 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 transfer of Shares, accompanied by the relevant share certificates, must be lodged with the
LETTER FROM THE BOARD
Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 11 June 2025.
For determining the entitlement of Shareholders to receive final dividend and special dividend, the register of members of the Company will be closed from Tuesday, 24 June 2025 to Friday, 27 June 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to receive final dividend and special dividend, all transfer of Shares, accompanied by the relevant shares certificates, must be lodged with the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Monday, 23 June 2025.
FORM OF PROXY
A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.yadea.com.cn). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if you so wish and in such event the form of proxy shall be deemed to be revoked.
VOTING BY POLL
There is no Shareholder who has any material interest in the proposed resolutions, therefore none of the Shareholders are required to abstain from voting at the Annual General Meeting. Separately, holders of treasury shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Annual General Meeting.
Pursuant to Rule 13.39(4) of the Listing Rules, any resolution put to the vote of the shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of Annual General Meeting will be taken by way of poll.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.
LETTER FROM THE BOARD
RECOMMENDATION
The Board considers that the grant of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, the re-election of the retiring Directors and the declaration of a final dividend and a special dividend are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting.
ADDITIONAL INFORMATION
Your attention is also drawn to Appendices I and II of this circular.
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
By order of the Board
Yadea Group Holdings Ltd.
Dong Jinggui
Chairman
APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors who will retire, and being eligible, offer themselves for re-election at the Annual General Meeting pursuant to the Articles of Association.
As at the Latest Practicable Date, each of the following Directors, save as disclosed herein:
(i) did not have any interest in the Shares within the meaning of Part XV of the SFO.
(ii) did not hold any other position within the Company or any other member of the Group, nor has any directorships in other listed companies in the past three years.
(iii) did not have any relationship with any other Directors, senior management, substantial Shareholders or Controlling Shareholders of the Company.
Save as disclosed herein, there is no other information relating to the following Directors that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of the following Directors.
DIRECTORS CANDIDATES:
Executive Directors
Mr. Dong Jinggui (董經貴), aged 56, is the co-founder of the Group and the chairman of the Board. Mr. Dong has been the Director since 17 July 2014 and was re-designated as the executive Director on 19 January 2015. Mr. Dong has approximately 23 years of experience in the electric two-wheeled vehicle industry. Mr. Dong began tapping into the electric two-wheeled vehicle industry in 1997 when he began the preparation of the establishment of Jiangsu Yadea with Ms. Qian Jinghong. In order to expand his networks and acquire the latest industry knowledge and resources, Mr. Dong also frequently attended industry related seminars and conferences. Prior to 1997, Mr. Dong was employed for six years at a motorcycle factory where he acquired relevant industry knowledge and experience.
In December 2008, Mr. Dong was named the "Pride of Sushang — the Most Respected Entrepreneur in Jiangsu in the 30 Years of Reform and Opening up (改革開放30年·「蘇商驕傲—江蘇最受尊敬企業家」) by Nanjing University Business School (南京大學商學院), the Institute of Economics of Jiangsu Provincial Academy of Social Sciences (江蘇省社會科學院經濟研究所) and Quality "Sushang" Magazine (精品《蘇商》雜誌社). In July 2013, Mr. Dong was recognized as an outstanding leader in quality management group activities in the national light industry (全國輕工業品質管制小組活動卓越領導者) by the Light Industry Branch of the China Association for Quality (中國質量協會輕工分會). Mr. Dong has been the vice president of the Jiangsu Bicycle and Electric Bicycle Association (江蘇省自行車電動車協會) since July 2013.
Ms. Qian Jinghong, an executive Director, is the spouse of Mr. Dong.
APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
As at the Latest Practicable Date, Mr. Dong holds the entire issued share capital of Dai Wei. By virtue of Part XV of the SFO, Mr. Dong is deemed to be interested in the Shares held by Dai Wei, which in turn owns 1,444,398,084 Shares. Mr. Dong also had deemed interest of 515,370,859 Shares through Ms. Qian Jinghong, the spouse of Mr. Dong pursuant to the SFO.
Mr. Dong entered into a service contract with the Company on 22 April 2016 for a term of three years commencing from the Listing Date and has entered into a renewed service contract with the Company for a further term of three years commencing from 19 May 2022. Such service contract is renewable upon expiry. Mr. Dong is entitled to receive an annual remuneration of RMB2,521,000, housing allowance of RMB1,585,000 and social security and provident fund of RMB85,000 in 2024. The amount of emoluments is determined by the Board with reference to his experience, duties, responsibilities and the Company's policy.
Ms. Qian Jinghong (錢靜紅), aged 53, is the co-founder of the Group and the vice chairman of the Board. Ms. Qian was appointed as the chief executive officer of the Company on 14 May 2019. Ms. Qian has been the Director since 17 July 2014 and was re-designated as the executive Director on 19 January 2015. Ms. Qian has approximately 23 years of experience in the electric two-wheeled vehicle industry. Ms. Qian began tapping into the electric two-wheeled vehicle industry in 1997 when she began the preparation of the establishment of Jiangsu Yadea with Mr. Dong Jinggui. In order to expand her networks and acquire the latest industry knowledge and resources, Ms. Qian also frequently attended industry related seminars and conferences. Prior to 1997, Ms. Qian was employed for four years at a motorcycle factory where she acquired relevant industry knowledge and experience.
Mr. Dong Jinggui, an executive Director, is the spouse of Ms. Qian.
As at the Latest Practicable Date, Ms. Qian holds the entire issued share capital of Fang Yuan. By virtue of Part XV of the SFO, Ms. Qian is deemed to be interested in the Shares held by Fang Yuan, which in turn owns 515,370,859 Shares. Ms. Qian also had deemed interest of 1,444,398,084 Shares through Mr. Dong, the spouse of Ms. Qian pursuant to the SFO.
Ms. Qian entered into a service contract with the Company on 22 April 2016 for a term of three years commencing from the Listing Date and has entered into a renewed service contract with the Company for a further term of three years commencing from 19 May 2022. Such service contract is renewable upon expiry. Ms. Qian is entitled to receive an annual remuneration of RMB1,081,000 and social security and provident fund of RMB54,000 in 2024. The amount of emoluments is determined by the Board with reference to her experience, duties, responsibilities and the Company's policy.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Shen Yu (沈瑜), aged 50, has been the Director since 10 December 2014 and was re-designated as the executive Director on 19 January 2015. Mr. Shen joined the Group in May 2005 and has since served as the assistant to the chairman of the Board and supervisor of the president's office. Mr. Shen is responsible for the public affairs of the Group, as well as assisting the chairman of the Board and president in external affairs and public relations management. Mr. Shen is also the Joint Company Secretary. Mr. Shen has been appointed as the vice president of Wuxi Intellectual Property Association (無錫市知識產權協會) since 2017.
Prior to joining the Group, Mr. Shen was a deputy general manager of Wuxi Lianmei Public Relations Co., Ltd. (無錫聯美公關有限公司) from May 2001 to April 2005, a quality control engineer at Wuxi Murata Electronics Co., Ltd. (無錫村田電子有限公司) from October 2000 to May 2001, an electrical engineer at Wuxi Mining Machinery Plant (無錫礦山機械廠) from January 1997 to October 2000 and an electrical engineer at Yizheng Huaxian Group Co., Ltd. (儀征化纖集團有限公司) from July 1995 to December 1996.
Mr. Shen graduated from Xi'an Jiaotong University (西安交通大學) with a tertiary qualification in Industrial Automation in July 1995 and Southeast University (東南大學) with a master's degree in Business Administration in June 2013. As at the Latest Practicable Date, Mr. Shen did not have any interests in the Shares within the meaning of Part XV of the SFO.
Mr. Shen entered into a service contract with the Company on 22 April 2016 for a term of three years commencing from the Listing Date. In May 2019, the Company entered into a renewed service contract with a further term of three years commencing from 19 May 2019. Such service contract is renewable upon expiry. Mr. Shen is entitled to receive an annual remuneration of RMB525,000 and social security and provident fund of RMB93,000 in 2024. The amount of emoluments is determined by the Board with reference to his experience, duties, responsibilities and the Company's policy.
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APPENDIX II
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.
NUMBER OF ISSUED SHARES
As at the Latest Practicable Date, the number of the issued Shares was 3,112,647,294 Shares with nominal value of US$0.00001 each, with no treasury shares. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 311,264,729 Shares, representing 10% of the number of issued Shares (excluding treasury shares) as at the Latest Practicable Date during the period ending on the earlier 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 any applicable laws or the Articles of Association to be held; or (iii) the date on which such authority is revoked or varied by a resolution of the Shareholders in general meeting.
REASONS OF REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
Under the 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 Listing Rules and applicable laws and regulations of the Cayman Islands.
For the Shares repurchase for share award scheme, the delegated administrators shall hold such Shares for the benefit of the eligible participants for the purpose of the share award scheme. 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.
APPENDIX II
EXPLANATORY STATEMENT
FUNDING OF REPURCHASES
Any repurchase of Shares by the Company will only be paid out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws and regulations of the Cayman Islands and the Listing Rules. The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
There may not 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 of the Company for the year ended 31 December 2024 in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstance, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
UNDERTAKING OF THE DIRECTORS
To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.
The Directors have confirmed that neither the explanatory statement set out in Appendix II to this circular nor the proposed share repurchase has unusual features.
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company 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.
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APPENDIX II
EXPLANATORY STATEMENT
CONNECTED PERSONS
No core connected person (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders and exercised by the Board.
EFFECT OF TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Dong and Ms. Qian are deemed to be interested in aggregate of 1,959,768,943 Shares under the SFO, representing approximately 62.96% of the issued Shares. Among which 1,444,398,084 Shares were held by Dai Wei and 515,370,859 Shares were held by Fang Yuan. Pursuant to the concert parties arrangement, Mr. Dong and Ms. Qian confirmed that they are parties acting in concert in relation to the exercise of their voting rights at the meetings of the Shareholders and the board of directors of the members of the Group. They have also further undertaken that during the period when they remain interested in, directly or indirectly, the Shares, they will continue to act in accordance with the concert parties arrangement. As such, Mr. Dong and Ms. Qian, together with their respective holding companies (being Dai Wei and Fang Yuan), are all deemed to be interested in the total Shares held by Dai Wei and Fang Yuan. In the event that the Directors should exercise in full the Repurchase Mandate, such interests will be increased to approximately 69.96% of the issued Shares.
In the opinion of the Directors, such increase would not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Accordingly, the Directors are not aware of any other consequences which arise under the Takeovers Code as a result of any repurchase of its Shares by the Company.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not propose to exercise the Repurchase Mandate to such an extent that will result in less than the prescribed minimum percentage of 25%.
APPENDIX II
EXPLANATORY STATEMENT
SHARE REPURCHASE MADE BY THE COMPANY
Pursuant to the rules of share award schemes adopted by the Company on 26 December 2018 and 23 July 2019 (the "Schemes"), respectively, the delegated administrators for the administration of the Schemes purchased on the Stock Exchange a total of 13,624,000 shares at a total consideration of approximately HKD141.8 million (highest price per share: HKD12.82; lowest price per share: HKD9.78) in January 2024 and July 2024.
Save as disclosed above, the Company had not repurchased and cancelled any Shares whether on the Stock Exchange or otherwise during the six months prior to the Latest Practicable Date.
SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding to the Latest Practicable Date were as follows:
| Month | Highest prices HKD | Lowest prices HKD |
|---|---|---|
| 2024 | ||
| April | 15.46 | 11.46 |
| May | 15.80 | 12.38 |
| June | 13.14 | 9.80 |
| July | 10.80 | 9.18 |
| August | 11.20 | 9.00 |
| September | 14.36 | 10.22 |
| October | 15.48 | 11.66 |
| November | 14.50 | 11.46 |
| December | 14.08 | 11.12 |
| 2025 | ||
| January | 13.86 | 11.42 |
| February | 13.78 | 11.74 |
| March | 17.28 | 12.86 |
| April (up to the Latest Practicable Date) | 15.46 | 13.04 |
NOTICE OF ANNUAL GENERAL MEETING
Yadea Group Holdings Ltd.
雅迪集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1585)
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of Yadea Group Holdings Ltd. (the "Company") will be held at 31/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Tuesday, 17 June 2025 at 10:00 a.m. for the following purposes:
Ordinary Resolutions
- To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 December 2024.
- (A) To declare a final dividend of 22.0 HK cents per share of the Company (the "Share(s)") for the year ended 31 December 2024.
(B) To declare a special dividend of 23.0 HK cents per Share for the year ended 31 December 2024. - (A) To re-elect the following retiring directors of the Company (the "Director(s)") who are standing for re-election at the Annual General Meeting:
(i) Mr. Dong Jinggui as an executive Director;
(ii) Ms. Qian Jinghong as an executive Director; and
(iii) Mr. Shen Yu as an executive Director.
(B) To authorise the board of Directors (the "Board") to fix the remuneration of the Directors. -
To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the Board to fix their remuneration.
-
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass (with or without modification) the following resolutions as ordinary resolutions:
(A) “THAT:
(i) subject to paragraph (iii) below, 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 (including any sale or transfer of treasury shares out of treasury), and to make or grant offers, agreements and options (including bonds, warrants and debentures exchangeable for or convertible into Shares) and rights of exchange or conversion, which would or might require the exercise of such powers subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures exchangeable or convertible into Shares) and rights of exchange or conversion which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of the Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) or (ii) of this resolution, otherwise than pursuant to:
(1) a Rights Issue (as hereinafter defined);
(2) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;
(3) any scrip dividend 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
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NOTICE OF ANNUAL GENERAL MEETING
(4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares,
shall not exceed the aggregate of:
(a) 20% of the number of the Shares in issue (excluding treasury shares) as at the date of passing this resolution 5(A); and
(b) (if the Board is so authorised by resolution 5(C)) the number of the Shares repurchased by the Company subsequent to the passing of resolution 5(B) (up to a maximum equivalent to 10% of the number of the issued Shares (excluding treasury shares) as at the date of passing resolution 5(B)),
and the said approval shall be limited accordingly; and
(iv) for the purpose of this resolution:
(a) “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 of the Company to be held; or
(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
(b) “Rights Issue” means an offer of Shares, or an offer or issue of warrants, options or other securities which carry a right to subscribe for 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
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NOTICE OF ANNUAL GENERAL MEETING
holdings of Shares as at that date (subject to such exclusion 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 exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction or any recognised regulatory body or any stock exchange in any territory 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 Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(ii) the aggregate number of the Shares, which may be repurchased by the Company pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the aggregate number of the Shares in issue (excluding treasury shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) 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 of the Company to be held; or
(c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."
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NOTICE OF ANNUAL GENERAL MEETING
(C) “THAT conditional upon resolutions 5(A) and 5(B) above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares (including any sale or transfer of shares that are held as treasury shares out of treasury) and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution 5(A) above be and is hereby extended by the additional thereto of an amount representing the aggregate number of the Shares repurchased by the Company under the authority granted pursuant to resolution 5(B) above, provided that such number of the Shares shall not exceed 10% of the aggregate number of the Shares in issue (excluding treasury shares) as at the date of passing the resolution.”
By order of the Board
Yadea Group Holdings Ltd.
Dong Jinggui
Chairman
Hong Kong, 25 April 2025
| Registered office: | Head office and principal place of business in the PRC: | Principal place of business in Hong Kong: |
|---|---|---|
| Windward 3 | Xishan Road | 31/F., Tower Two |
| Regatta Office Park | Dacheng Industrial Zone | Times Square |
| P.O. Box 1350 | Anzhen Town | 1 Matheson Street |
| Grand Cayman KY1-1108 | Xishan District | Causeway Bay |
| Cayman Islands | Wuxi, Jiangsu Province | Hong Kong |
| China |
Notes:
(i) A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury shares of the Company (if any) are not entitled to vote at the Annual General Meeting.
(ii) In the case of joint holders of any Share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
(iii) In order to be valid, a form of proxy must be completed, signed and returned to the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude the shareholders from attending and voting in person at the Annual General Meeting (or any adjourned meeting thereof) if you so wish.
NOTICE OF ANNUAL GENERAL MEETING
(iv) The register of members of the Company will be closed from Thursday, 12 June 2025 to Tuesday, 17 June 2025, both days inclusive, to determine the entitlement of the shareholders of the Company to attend and vote at the Annual General Meeting, during which period no Share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, 11 June 2025.
(v) The register of members of the Company will be closed from Tuesday, 24 June 2025 to Friday, 27 June 2025, both days inclusive, to determine the entitlement of the shareholders of the Company to receive final dividend and special dividend, during which period no Share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 23 June 2025.
As at the date of this notice, Mr. Dong Jinggui, Ms. Qian Jinghong and Mr. Shen Yu are the executive Directors; Mr. Zhang Yiyin is the non-executive Director; and Mr. Wong Lung Ming, Mr. Chen Mingyu, Ms. Ma Chenguang and Ms. Liang Qin are the independent non-executive Directors.
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