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Ye Xing Group Holdings Limited — Proxy Solicitation & Information Statement 2025
Apr 29, 2025
50285_rns_2025-04-29_ebe6e1ef-0c29-4e9c-8513-034a5b252e47.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Ye Xing Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
Ye Xing Group Holdings Limited
爆星集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1941)
PROPOSALS FOR RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Ye Xing Group Holdings Limited to be held at Room 303, No. 8 Hongfu Road, Xihongmen, Daxing District, Beijing, the PRC on Friday, 30 May 2025 at 10:00 a.m. is set out on pages 13 to 14 of this circular.
Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. 10:00 a.m. on Wednesday, 28 May 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.
30 April 2025
CONTENTS
Page
RESPONSIBILITY STATEMENT 1
DEFINITIONS 2
LETTER FROM THE BOARD 4
APPENDIX — DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING. 8
NOTICE OF ANNUAL GENERAL MEETING. 13
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RESPONSIBILITY STATEMENT
This circular, for which the Directors (as defined herein) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), 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.
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be convened and held at Room 303, No. 8 Hongfu Road, Xihongmen, Daxing District, Beijing, the PRC on Friday, 30 May 2025 at 10:00 a.m., or any adjustment thereof
“Articles of Association” the articles of association of the Company, as amended from time to time
“Audit Committee” the audit committee of the Company
“Beijing Hongkun” Beijing Hongkun Ruibang Property Management Company Limited* (北京鸿坤瑞邦物業管理有限公司), a limited liability company established under the laws of the PRC on 18 June 2003 and an indirect wholly-owned subsidiary of our Company
“Board” the board of Directors of the Company
“Company” Ye Xing Group Holdings Limited (燦星集團控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability on 26 March 2019
“Director(s)” the director(s) of the Company
“Group”, “we”, “us” or “our” the Company, its subsidiaries and entities under the Company’s control through contractual arrangements in the PRC
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hongkun Group” Hongkun Jituan and its subsidiaries, associated companies and joint ventures
“Hongkun Jituan” Hongkun Jituan Company Limited (鸿坤集團有限公司), a limited liability company established under the laws of the PRC on 15 September 2014 and wholly-owned by Beijing Herun Asset Management Company Limited (北京合潤資產管理有限公司)
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DEFINITIONS
"Latest Practicable Date"
22 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time
"Nomination Committee"
the nomination committee of the Company
"PRC" or "China"
the People's Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Remuneration Committee"
the remuneration committee of the Company
"RMB"
Renminbi, China's lawful currency
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time
"Share(s)"
ordinary share(s) in the capital of the Company with nominal value of HK$0.01 each
"Shareholder(s)"
the holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
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For identification purposes only
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LETTER FROM THE BOARD
Ye Xing Group Holdings Limited
燦星集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1941)
Executive Directors:
Ms. Wu Guoqing (Chairman)
Mr. Zhao Weihao
Ms. Li Yin Ping
Ms. Zhang Chunying
Non-executive Director:
Mr. Li Yifan
Independent Non-executive Directors:
Mr. Chan Cheong Tat
Mr. Cheung Wai Hung
Ms. Chen Weijie
Mr. Leung Ka Wo
Registered office:
Windward 3
Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Principal place of business in the PRC:
Room 108
No. 45 Xinrong North Street
Xihongmen, Daxing District
Beijing, PRC
Principal place of business in Hong Kong:
31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
30 April 2025
To the Shareholders
Dear Sirs or Madams,
PROPOSALS FOR RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed to seek approval of the Shareholders in respect of, among other matters, the re-election of Directors.
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LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
The Board currently consists of nine Directors, namely Mr. Zhao Weihao, Ms. Wu Guoqing, Ms. Li Yin Ping, Ms. Zhang Chunying, Mr. Li Yifan, Mr. Chan Cheong Tat, Mr. Cheung Wai Hung, Ms. Chen Weijie and Mr. Leung Ka Wo.
In accordance with Article 108(a) of the Articles of Association, at each annual general meeting of the Company one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall retain office until the close of the meeting at which he/she retires and shall be eligible for re-election thereat.
Accordingly, Ms. Wu Guoqing, Mr. Cheung Wai Hung and Ms. Chen Weijie will retire from office at the Annual General Meeting and, being eligible, offer themselves for re-election.
Details of the above-mentioned Directors proposed to be re-elected at the Annual General Meeting are set out in the Appendix to this circular, which indicates how the Directors to be re-elected contribute to the diversity of the Board.
Procedure and Process for Nomination of Directors
The Nomination Committee will recommend to the Board for the appointment of a Director including an independent non-executive Director in accordance with the following selection criteria and nomination procedures:
(a) identify candidates who are suitably qualified to become Board members and select or make recommendations to the Board on the selection of candidates nominated for directorships, having due regard to the Company's board diversity policy, the requirements in the Articles of Association, the Listing Rules and applicable laws and regulations, and the relevant candidates' contributions to the Board in terms of qualifications, skills, experiences, independence and gender diversity;
(b) assess the independence of independent non-executive Director to determine his/her eligibility with reference to the factors set out in Rule 3.13 of the Listing Rules and any other factors deemed appropriate by the Nomination Committee or the Board. If a proposed independent non-executive Director will be holding his/her seventh (or more) listed company directorship, to assess his/her ability to devote sufficient time to the matters of the Board; and
LETTER FROM THE BOARD
(c) develop the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship, including but not limited to evaluating the balance of skills, knowledge and experience on the Board, and in light of this evaluation prepared a description of the role and capabilities required for a particular appointment.
Recommendation of the Nomination Committee
The Nomination Committee has considered Mr. Cheung Wai Hung's extensive experience in auditing and accounting, his working profile and other experience and factors as set out in his biographical details in the Appendix to this circular. Based on the board diversity policy adopted by the Company, the Nomination Committee considers that Mr. Cheung can contribute to the diversity of the Board, in particular, with his extensive experience in auditing and accounting. The Nomination Committee is also satisfied that Mr. Cheung has the required character, integrity and experience to continuously fulfil his role as an independent non-executive Director effectively. The Board believes that his re-election as an independent non-executive Director would be in the best interests of the Company and its Shareholders as a whole.
The Nomination Committee has also Ms. Chen Weijie's extensive experience in executive management, investment and corporate finance, her working profile and other experience and factors as set out in her biographical details in the Appendix to this circular. Based on the board diversity policy adopted by the Company, the Nomination Committee considers that Ms. Chen can contribute to the diversity of the Board, in particular, with her extensive experience in executive management, investment and corporate finance. The Nomination Committee is also satisfied that Ms. Chen has the required character, integrity and experience to continuously fulfil her role as an independent non-executive Director effectively. The Board believes that her re-election as an independent non-executive Director would be in the best interests of the Company and its Shareholders as a whole.
Furthermore, each of Mr. Cheung and Ms. Chen being independent non-executive Director eligible for re-election at the Annual General Meeting, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. During their appointments, Mr. Cheung and Ms. Chen have demonstrated their abilities to provide independent views to the Company's matters. The Board is not aware of any circumstance that might influence the independence of Mr. Cheung and Ms. Chen.
The Nomination Committee is of the view that Mr. Cheung and Ms. Chen are able to continue to fulfill their roles as independent non-executive Directors and thus recommends them to the Board for re-election at the Annual General Meeting.
NOTICE OF ANNUAL GENERAL MEETING
Set out on pages 13 to 14 of this circular is a notice convening the Annual General Meeting to consider and approve, among others, the ordinary resolutions relating to the proposals for the re-election of Directors.
LETTER FROM THE BOARD
FORM OF PROXY
A form of proxy for use at the Annual General Meeting is enclosed herewith. If you are not able to attend and/or vote at the Annual General Meeting in person, you are requested to complete the form of proxy and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting (i.e. 10:00 a.m. on Wednesday, 28 May 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of 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 procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the Annual General Meeting will be taken by way of poll.
RECOMMENDATION
The Board considers that the ordinary resolutions in relation to the re-election of Directors to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the Annual General Meeting.
GENERAL
Your attention is drawn to the information set out in the Appendix to this circular. Unless otherwise stated, in case of any inconsistency between the English and the Chinese translations of this circular, the English version shall prevail.
By Order of the Board
Ye Xing Group Holdings Limited
Wu Guoqing
Chairman and executive Director
APPENDIX
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out as follows:
EXECUTIVE DIRECTOR
Ms. Wu Guoqing (吳國卿), aged 50, is our executive Director and the chairman of the Board. She joined our Group on 7 January 2014 as a general manager of Beijing Hongkun, where she was responsible for the overall management, strategic planning and day-to-day business operations. She was appointed as the chairman of the board of directors of Beijing Hongkun on 18 February 2019. Ms. Wu Guoqing was appointed as our Director on 26 March 2019. She was redesignated as our executive Director on 24 July 2019. Apart from being the chairman of the board of directors of Beijing Hongkun, Ms. Wu Guoqing is also its legal representative and general manager. Ms. Wu Guoqing is responsible for the overall management and business operations of our Group, including formulating strategies and operational plans, supervising the working progress of various departments, and making daily business decisions for our Group.
Ms. Wu Guoqing has more than 20 years of experience in the property management services industry in the PRC. Prior to joining our Group, she worked at Beijing Vanke Property Service Company Limited* (北京萬科物業服務有限公司), a company principally engaging in providing property management, property agency, property pre-delivery and sales assistance, consulting and real estate brokerage services, from March 2002 to January 2014 with her last position as director (總監), where her major job duties included strategic execution, overseeing property management projects and management of human resources. Before that, Ms. Wu Guoqing had had work experience in the hotel management industry.
Ms. Wu Guoqing became the vice president of Hebei Property Management Institute (河北省物業管理協會) in January 2018, the first member of Law and Policy Working Committee of China Property Management Institute (中國物業管理協會法律政策工作委員會) in 2019, CIH CM Chartered Member of CIH Chartered Institute of Housing (英國特許房屋經理學會) in 2020 and the president of Beijing Xihongmen Town Property Service Institute (北京西紅門鎮物業服務聯盟) in 2020.
She was awarded "China's Property Management Innovative Person in 2017 (2017中國物業管理創新力人物)" in 2017 by China Property Management Magazine (《中國物業管理》雜誌社), "China's Outstanding Property Manager in 2018 (2018中國優秀物業經理人)" in 2018 by EH Consulting (億瀚智庫), "China's Innovative and Entrepreneurial Leader In 2019 (2019中國創新創業領袖人物)" in 2019 by Xiou Net (希歐網), "Industry Influential People In 2019 (2019年度行業領軍人物)" in 2019 by The China Finance Summit (中國財經峰會), "Innovation and Entrepreneurship Leader of the Year 2019 (2019年度中國創新創業領袖人物)" in 2019 by the 7th China Innovation, Entrepreneurship Leaders Summit (第七屆中國創新創業領袖峰會), "2020 Top 30 CEOs (2020年度CEO 30強)" in 2020 by Leju (樂居財經), "Innovation of the year" in 2021 by The Economic Observer (經濟觀察報), "2021 Top 30 CEOs" (2021年度CEO 30強) in 2021 by Leju* (樂居財經), "Outstanding Entrepreneur in the Property Management
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APPENDIX
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Industry in the North China” in 2022 and 2023 by CPMRI (中物研協), and “Outstanding Entrepreneur in the Property Management in the China” in 2023 by CPM Think Tank (中物智庫).
Ms. Wu Guoqing graduated from Hainan University (海南大學) in Hainan Province, the PRC in December 1995 with her profession in international trade. She was qualified as a certified property manager (註冊物業管理師) by the Ministry of Housing and Urban-Rural Development of the PRC in August 2013.
Ms. Wu as an executive Director has entered into a service contract with the Company for a term of three years, with effect from 17 February 2020 and will continue thereafter until terminated by not less than one month's notice in writing served by either party on the other, which notice shall not expire until after initial fixed term. Under the service contract, Ms. Wu is entitled to a Director's remuneration of RMB1,155,000 per annum and discretionary bonus. The remuneration of Ms. Wu was determined by the Board on recommendation of the Remuneration Committee with reference to her experience, duties and responsibilities, time commitment and the prevailing market conditions. Ms. Wu's appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association and the applicable Listing Rules. As at the Latest Practicable Date, Ms. Wu is not interested in any Shares within the meaning of Part XV of the SFO. Ms. Wu has no relationships with any Directors, the Company's senior management or substantial or controlling Shareholders, and does not or has not in the last three years held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, and other major appointments and professional qualifications.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Cheung Wai Hung (張偉雄), aged 43, was appointed as an independent non-executive Director on 17 February 2020. He is responsible for providing independent judgment and advice to the Board. He is the chairman of the Nomination Committee, and a member of the Audit Committee and the Remuneration Committee.
Mr. Cheung Wai Hung has over 14 years of experience in auditing and accounting industry. Prior to joining our Group, Mr. Cheung Wai Hung worked at Aoba CPA Limited from July 2004 to April 2014 with his last position as audit manager, where he assisted in the audit of various medium-sized and listed companies. Mr. Cheung has been appointed, since April 2014, as the chief financial officer serving Wai Chi Holdings Company Limited, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1305), where he is responsible for the financial management. He has become a member of the risk management committee of Wai Chi Holdings Company Limited since August 2015 and has been appointed as the company secretary of Wai Chi Holdings Company Limited since November 2015. Since August 2018, Mr. Cheung Wai Hung has been appointed as the independent non-executive director and a member of the audit committee of GT Gold Holdings Limited (formerly known as Grand T G Gold Holdings Limited), the shares of which are listed on GEM of the Stock Exchange (stock code: 8299).
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APPENDIX
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Cheung Wai Hung graduated from The Hong Kong Polytechnic University in November 2003 with a bachelor's degree in accountancy. He is currently a member of The Hong Kong Institute of Certified Public Accountants, a fellow of The Association of Chartered Certified Accountants and a Chartered tax adviser with a membership in The Taxation Institute of Hong Kong.
Mr. Cheung as an independent non-executive Director has signed a letter of appointment with the Company for a term of one year, with effect from 17 February 2020 and shall be subject to retirement by rotation at least once every three years (a retiring Director shall be eligible for re-election), which may be terminated by not less than 7 days' notice in writing served by either party on the other. Under the letter of appointment, Mr. Cheung is entitled to a Director's fee of HK$156,000 per annum. The remuneration of Mr. Cheung was determined by the Board on recommendation of the Remuneration Committee with reference to his experience, duties and responsibilities, time commitment and the prevailing market conditions. Mr. Cheung's appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association and the applicable Listing Rules. As at the Latest Practicable Date, Mr. Cheung is not interested in any Shares within the meaning of Part XV of the SFO. Mr. Cheung has no relationships with any Directors, the Company's senior management or substantial or controlling Shareholders, and does not or has not in the last three years held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, and other major appointments and professional qualifications.
Ms. Chen Weijie (陳維洁), aged 44, was appointed as an independent non-executive Director on 17 February 2020. She is responsible for providing independent judgment and advice to the Board. She is the chairman of the Remuneration Committee, and a member of the Audit Committee and the Nomination Committee.
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APPENDIX
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Ms. Chen Weijie has over 13 years of experience in executive management, investment and corporate finance. Since July 2020, Ms. Chen Weijie has been appointed as the chief executive officer and responsible officer in Type 6 (advising on corporate finance) regulated activities of Vision Finance (Securities) Limited, a company principally engaging in provision of financial services, where she is responsible for the overall business development and provision of financial advice to listed companies.
Ms. Chen Weijie has been or was appointed as a director of the following listed companies in Hong Kong:
| Company name | Place of listing and stock code | Period of time | Position |
|---|---|---|---|
| Finet Group Limited | GEM of the Stock Exchange (stock code: 8317) | October 2021 to August 2023 | Executive director |
| Chong Kin Group Holdings Limited | Main Board of the Stock Exchange (stock code: 1609) (delisted on 28 March 2024) | June 2021 to March 2024 | Independent non-executive director |
| Amrita Global Development Limited (formerly known as Tianyun International Holdings limited) | Main Board of the Stock Exchange (stock code: 6836) (delisted on 9 January 2025) | April 2024 to January 2025 | Independent non-executive director |
| IDT International Limited | Main Board of the Stock Exchange (stock code: 167) | September 2024 to present | Independent non-executive director |
Ms. Chen Weijie also has some relevant experience in the legal sector. Prior to joining our Group, she worked as an intern at the Intermediate People's Court of Guangzhou, the PRC, from December 2003 to July 2004, and as a paralegal in the corporate finance department at Norton Rose Hong Kong (currently known as Norton Rose Fulbright Hong Kong) from July 2006 to June 2008. She was qualified as a lawyer in the PRC in 2009.
APPENDIX
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Ms. Chen Weijie graduated from Guangdong University of Finance & Economics (previously known as Guangdong Business School* (廣東商學院)) in Guangdong, the PRC in June 2004 with a bachelor's degree in law. She also obtained a master of laws in international business law from City University of Hong Kong in November 2005. She has been holding a Type 6 licence (advising on corporate finance) granted by the Hong Kong Securities and Investment Institute since July 2013.
Ms. Chen as an independent non-executive Director has signed a letter of appointment with the Company for a term of one year, with effect from 17 February 2020 and shall be subject to retirement by rotation at least once every three years (a retiring Director shall be eligible for re-election), which may be terminated by not less than 7 days' notice in writing served by either party on the other. Under the letter of appointment, Ms. Chen is entitled to a Director's fee of HK$156,000 per annum. The remuneration of Ms. Chen was determined by the Board on recommendation of the Remuneration Committee with reference to her experience, duties and responsibilities, time commitment and the prevailing market conditions. Ms. Chen's appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association and the applicable Listing Rules. As at the Latest Practicable Date, Ms. Chen is not interested in any Shares within the meaning of Part XV of the SFO. Ms. Chen has no relationships with any Directors, the Company's senior management or substantial or controlling Shareholders, and does not or has not in the last three years held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, and other major appointments and professional qualifications.
Save as disclosed above, there are no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) nor are there any other matters that need to be brought to the attention of the Shareholders in respect of each of the above Directors.
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For identification purposes only
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NOTICE OF ANNUAL GENERAL MEETING
Ye Xing Group Holdings Limited
燦星集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1941)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Meeting”) of Ye Xing Group Holdings Limited (the “Company”) will be held at Room 303, No. 8 Hongfu Road, Xihongmen, Daxing District, Beijing, the PRC on Friday, 30 May 2025 at 10:00 a.m. to transact the following businesses:
ORDINARY RESOLUTIONS
- To receive and consider the audited financial statements and the reports of the directors (the “Directors”) and auditor of the Company and its subsidiaries for the year ended 31 December 2024.
- i. To re-elect Ms. Wu Guoqing as an executive Director.
ii. To re-elect Mr. Cheung Wai Hung as an independent non-executive Director.
iii. To re-elect Ms. Chen Weijie as an independent non-executive Director.
iv. To authorize the board of Directors (the “Board”) to fix the remuneration of the Directors. - To re-appoint Crowe (HK) CPA Limited as the auditor of the Company and to authorize the Board to fix its remuneration.
By Order of the Board
Ye Xing Group Holdings Limited
Wu Guoqing
Chairman and executive Director
Hong Kong, 30 April 2025
NOTICE OF ANNUAL GENERAL MEETING
Registered office:
Windward 3
Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Principal place of business in Hong Kong:
31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Principal place of business in the PRC:
Room 108
No. 45 Xinrong North Street
Xihongmen, Daxing District
Beijing, PRC
Notes:
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For the purpose of determining the identity of the shareholders entitled to attend and vote at the Meeting, the register of members of the Company will be closed from Tuesday, 27 May 2025 to Friday, 30 May 2025, both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, 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, 26 May 2025.
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A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
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In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.
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In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Company's branch share registrar and transfer office in Hong Kong, 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 certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (i.e. 10:00 a.m. on Wednesday, 28 May 2025).
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With respect to resolution no. 2 of this notice, Ms. Wu Guoqing, Mr. Cheung Wai Hung and Ms. Chen Weijie shall retire from office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of their information which are required to be disclosed under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited are set out in the appendix to the circular of the Company dated 30 April 2025.
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As at the date of this notice, the Board comprises Mr. Zhao Weihao, Ms. Wu Guoqing, Ms. Li Yin Ping and Ms. Zhang Chunying as executive Directors; Mr. Li Yifan as non-executive Director; and Mr. Chan Cheong Tat, Mr. Cheung Wai Hung, Ms. Chen Weijie and Mr. Leung Ka Wo as independent non-executive Directors.
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