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YGM Trading Limited — Proxy Solicitation & Information Statement 2025
Jul 31, 2025
49171_rns_2025-07-31_0b2714ba-3a28-4282-8af8-441d2f679ed1.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, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in YGM Trading Limited, you should at once hand this circular and 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.
YGM TRADING LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00375)
PROPOSALS RELATING TO
RE-ELECTION OF DIRECTORS,
GENERAL MANDATES TO ISSUE AND BUY BACK SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM of the Company to be held at Yau Yat Chuen Garden City Club, 7 Cassia Road, Yau Yat Chuen, Kowloon, Hong Kong on Friday, 26 September 2025 at 12:15 p.m. is set out on pages 13 to 16 of this circular. A form of proxy for use at the AGM is also enclosed.
Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the registered office of the Company at 22 Tai Yau Street, San Po Kong, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.
31 July 2025
CONTENTS
Page
Definitions 1
Letter from the Board. 3
Introduction 3
Re-election of Directors 3
General Mandates to Issue and Buy Back Shares 4
Annual General Meeting. 5
Responsibility Statement 5
Recommendation 6
Closure of Register of Members 6
General 6
Appendix I – Explanatory Statement on the Buy-back Mandate 7
Appendix II – Information of the Directors to be Re-elected. 9
Notice of Annual General Meeting. 13
DEFINITIONS
In this circular including the Appendices, the following expressions shall, unless the context requires otherwise, have the following meanings:
"AGM" or "Annual General Meeting"
the annual general meeting of the Company to be held at Yau Yat Chuen Garden City Club, 7 Cassia Road, Yau Yat Chuen, Kowloon, Hong Kong on Friday, 26 September 2025 at 12:15 p.m., notice of which is set out on pages 13 to 16 of this circular, or any adjournment thereof;
"Articles of Association"
the articles of association of the Company as amended from time to time;
"Board"
the board of Directors;
"Buy-back Mandate"
as defined in the second paragraph in the section headed "General Mandates to Issue and Buy Back Shares" in the Letter from the Board on page 4 of this circular;
"close associates"
has the meaning ascribed to it under the Listing Rules;
"Companies Ordinance"
the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended from time to time;
"Company"
YGM Trading Limited, a company incorporated in Hong Kong with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange;
"core connected person(s)"
has the meaning ascribed to it under the Listing Rules;
"Director(s)"
the director(s) of the Company;
"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;
"Issue Mandates"
as defined in the second paragraph in the section headed "General Mandates to Issue and Buy Back Shares" in the Letter from the Board on page 4 of this circular;
"Latest Practicable Date"
23 July 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;
DEFINITIONS
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange;
"Retiring Directors"
the Directors who will retire from the Board by rotation and, being eligible, will offer themselves for re-election at the AGM, namely Mdm. Chan Suk Ling, Shirley, Mr. Fu Sing Yam, William and Mr. Choi Ting Ki;
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
"Share(s)"
ordinary share(s) in the share capital of the Company;
"Shareholder(s)"
holder(s) of the Share(s);
"Stock Exchange"
The Stock Exchange of Hong Kong Limited; and
"%"
per cent.
- The English translation of the Chinese names or words in this circular, where indicated, is included for identification purpose only, and should not be regarded as the official English translation of such Chinese names or words.
LETTER FROM THE BOARD
YGM TRADING LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00375)
Executive Directors:
Chan Wing Sun, Samuel (Chairman)
Chan Suk Ling, Shirley (Vice Chairman)
Fu Sing Yam, William (Chief Executive Officer)
Chan Wing Fui, Peter
Chan Wing Kee
Registered Office:
22 Tai Yau Street
San Po Kong
Kowloon
Hong Kong
Independent Non-executive Directors:
Choi Ting Ki
So Stephen Hon Cheung
Li Guangming
31 July 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS RELATING TO RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM, including (i) the ordinary resolutions in respect of the re-election of the Directors; and (ii) the ordinary resolutions in respect of the grant of the Issue Mandates and the Buy-Back Mandate, and to give you notice of the AGM at which these resolutions as set out in the notice of the AGM will be proposed.
RE-ELECTION OF DIRECTORS
Pursuant to Article 105 of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being or such higher number of Directors to be determined by the Board 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. The Board has decided that three Directors, Mdm. Chan Suk Ling, Shirley, Mr. Fu Sing Yam, William and Mr. Choi Ting Ki will retire from the Board by rotation and, being eligible, will offer themselves for re-election at the AGM.
LETTER FROM THE BOARD
Among the Directors Standing for Re-election, Mr. Choi Ting Ki has served as an independent non-executive Director since 2012. In considering Mr. Choi's proposed re-election as independent non-executive Director, the Board has taken into account the fact that Mr. Choi has never held any executive or management position in the Group nor has he been employed by any member of the Group during such period. The Board also noted the positive contribution of Mr. Choi to the development of the Company's strategy and policies through his independent and constructive advice. His extensive experience in accounting and audit is a valuable asset to the Company in steering its financial reporting and internal control functions. Notwithstanding his length of tenure, Mr. Choi continues to demonstrate the attributes of being independent in character and judgment on the Company's affairs and fulfils the independence guidelines set out in Rule 3.13 of the Listing Rules as an independent non-executive Director. There is no evidence that his tenure has had any impact on his independence. The Board believes that his external experience and his tenure will continue to benefit the Company. The nomination committee of the Company has assessed and is satisfied of the independence of Mr. Choi and recommends him for re-election at the AGM.
The re-election of each of the Retiring Directors will be individually voted on by the Shareholders. Information of the Directors to be re-elected which are required to be disclosed under the Listing Rules are set out in Appendix II to this circular.
If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue an announcement or a supplementary circular to inform the Shareholders of the details of such additional candidate proposed. If such notice is received less than 10 business days (as defined in the Listing Rules) prior to the date scheduled for the AGM, the Company will need to consider the adjournment of such meeting in order to allow Shareholders 10 business days' notice of the nomination.
GENERAL MANDATES TO ISSUE AND BUY BACK SHARES
At the last annual general meeting of the Company held on 27 September 2024 ordinary resolutions were passed to grant the general mandates to the Directors to issue and buy back Shares. These general mandates will lapse at the conclusion of the AGM.
The Directors believe that the renewal of such mandates is in the interest of the Company and the Shareholders. Accordingly, ordinary resolutions will be proposed at the AGM to grant to the Directors general mandates to (i) allot, issue and deal with Shares not exceeding 20% of the total number of Shares in issue as at the date of the passing of the relevant resolution; (ii) allot, issue and deal with the additional Shares bought back by the Company under the Buy-back Mandate (as defined hereinunder) (the mandates referred to in (i) and (ii) are collectively referred to as the "Issue Mandates"); and (iii) buy back, inter alia, Shares on the Stock Exchange, the aggregate number of which does not exceed 10% of the total number of Shares in issue as at the date of the passing of the relevant resolution (the "Buy-back Mandate"), at any time during the period ending on the earlier 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 law or the Articles of Association to be held; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting. With reference to the Issue Mandates and the Buy-back Mandate, the Directors wish to state that they have no immediate plan to issue any new Shares or to buy back any Shares pursuant to the Issue Mandates and the Buy-back Mandate, respectively.
LETTER FROM THE BOARD
As at the Latest Practicable Date, the number of Shares in issue was 165,863,792 Shares. On the basis of such figure (and assuming no further Shares are issued or bought back after the Latest Practicable Date and up to the date of passing such resolutions), the Directors would be authorised to allot, issue and deal with up to 33,172,758 Shares and buy back up to 16,586,379 Shares.
An explanatory statement containing the particulars required by Chapter 10 of the Listing Rules to provide Shareholders with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution for approving the Buy-back Mandate, which also constitutes the memorandum required under section 239(2) of the Companies Ordinance, is set out in Appendix I to this circular.
ANNUAL GENERAL MEETING
The notice of the AGM is set out on pages 13 to 16 of this circular. Ordinary resolutions in respect of the re-election of the Directors, the Issue Mandates and the Buy-back Mandate will be proposed at the AGM. A form of proxy for use at the AGM is enclosed herewith. Whether or not you are able to attend the AGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the registered office of the Company at 22 Tai Yau Street, San Po Kong, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.
Shareholders are advised to read the notice and to complete and return the accompanying form of proxy for use at the AGM in accordance with the instructions printed thereon.
Pursuant to Rule 13.39(4) of the Listing Rules and Article 75 of the Articles of Association, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the poll results in the manner prescribed under Rule 13.39(5) of the Listing Rules.
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 Group. 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 misleading.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the proposed resolutions for (i) the re-election of the Directors; and (ii) the grant of the Issue Mandates and the Buy-back Mandate are in the best interests of the Company and the Shareholders as a whole and, accordingly, recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of ascertaining the entitlement of the shareholders to attend and vote at the forthcoming AGM, the register of members of the Company will be closed from Tuesday, 23 September 2025 to Friday, 26 September 2025 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for the right to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by no later than 4:30 p.m. on Monday, 22 September 2025.
The Board has recommended a final dividend of HK$10 cents per Share for the year ended 31 March 2025. For the purpose of ascertaining the entitlement of the Shareholders to the proposed final dividend, the register of members of the Company will also be closed from Wednesday, 8 October 2025 to Monday, 13 October 2025, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the final dividend payable on or around Wednesday, 22 October 2025 to be approved at the forthcoming AGM, all transfers accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by no later than 4:30 p.m. on Monday, 6 October 2025.
GENERAL
Your attention is drawn to the further information contained in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.
Yours faithfully,
By Order of the Board
YGM Trading Limited
Chan Wing Sun, Samuel
Chairman
APPENDIX I EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the Buy-back Mandate and also constitutes the memorandum required under section 239(2) of the Companies Ordinance:
(i) It is proposed that up to 10% of the Shares in issue as at the date of the passing of the resolution to approve the Buy-back Mandate may be bought back. As at the Latest Practicable Date, the number of Shares in issue was 165,863,792 Shares. On the basis of such figure (and assuming no further Shares are issued or bought back after the Latest Practicable Date and up to the date of passing such resolution), the Directors would be authorised to buy back up to 16,586,379 Shares.
(ii) The Directors believe that it may be to the benefit of the Company and the Shareholders to buy back the Shares in certain circumstances. For example, depending on market conditions and funding arrangements at the time, such buy-backs may enhance the net assets and/or earnings per Share. Therefore, the Directors are seeking the grant of the Buy-back Mandate to give the Company the flexibility to do so if and when appropriate.
(iii) The Companies Ordinance provides that the Company may only make a payment in respect of a buy-back of the Shares out of the distributable profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of the buy-back. In any event, the Company will and may only apply funds legally available for such purpose in accordance with its Articles of Association and the laws of Hong Kong.
(iv) As compared with the position disclosed in the audited consolidated financial statements contained in the annual report for the year ended 31 March 2025, the Directors do not consider that the exercise in full of the Buy-back Mandate would have a material adverse impact on the working capital or gearing position of the Company. In any event, the Directors do not propose to exercise the power to make buy-backs pursuant to the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the Company's working capital requirements or gearing levels.
(v) None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention, in the event that the Buy-back Mandate is approved by the Shareholders at the AGM, to sell Shares to the Company under the Buy-back Mandate.
(vi) The Directors will exercise the powers of the Company to make buy-backs pursuant to the Buy-back Mandate in accordance with the Listing Rules, the Articles of Association and the laws of Hong Kong so far as the same may be applicable.
APPENDIX I
EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
(vii) As at the Latest Practicable Date and according to the records kept by the Company, Mr. Chan Wing Fui, Peter, Mr. Chan Wing Sun, Samuel, Mr. Chan Wing Kee, Madam Chan Suk Ling, Shirley and their close associates (collectively, the “Chan Family”) are together interested in approximately 59.19% of the issued Shares. Assuming that the shareholding interests of the Chan Family remain unchanged, upon the exercise in full of the Buy-back Mandate to buy back Shares by the Directors, the Chan Family will be interested in approximately 65.77% of the issued Shares. The Directors are not aware of any consequences which would arise under the Hong Kong Code on Takeovers and Mergers as a consequence of any buy-backs made pursuant to the Buy-back Mandate.
(viii) No buy-back has been made by the Company of the Shares in the six months prior to the date of this circular.
(ix) None of the core connected persons of the Company have notified it of a present intention to sell Shares to the Company or have undertaken not to sell any Shares held by them to the Company in the event that the Buy-back Mandate is granted by the Shareholders.
(x) The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date are as follows:
| | Highest per Share
HK$ | Lowest per Share
HK$ |
| --- | --- | --- |
| 2024 | | |
| July | 1.14 | 0.95 |
| August | 1.13 | 0.91 |
| September | 1.20 | 1.00 |
| October | 1.20 | 0.97 |
| November | 0.92 | 0.92 |
| December | 1.04 | 0.84 |
| 2025 | | |
| January | 1.00 | 0.75 |
| February | 0.92 | 0.80 |
| March | 0.87 | 0.80 |
| April | 0.89 | 0.65 |
| May | 0.94 | 0.72 |
| June | 0.98 | 0.81 |
| July (up to the Latest Practicable Date) | 0.97 | 0.90 |
(xi) Neither this explanatory statement nor the proposed Buy-back mandate has unusual features.
APPENDIX II
INFORMATION OF THE DIRECTORS TO BE RE-ELECTED
The following sets out the details of the Directors who, being eligible, will offer themselves for re-election at the AGM pursuant to the Articles of Association:
Madam Chan Suk Ling, Shirley, BBS, JP, aged 74, is the Vice Chairman of the board of director of the Company. She joined Yangtzekiang Garment Limited (stock code: 294) in 1973 and was an executive Director from January 1983 to April 2020 and from March 2021. Madam Chan has extensive experience of management in the garment retail and wholesale business. She is a Committee Member of the 3rd–6th Election Committee of Hong Kong SAR, the Council Member of the Hong Kong Trade Development Council (“HKTDC”), the Chairman of Staff & Finance Committee of HKTDC, the Honorary President of the Chinese Manufacturers’ Association of Hong Kong, the Chairman Emeritus of Hong Kong Brand Development Council, the Vice President of the Guangdong Association of Enterprises with Foreign Investment, a Council Member of The Hong Kong Polytechnic University (“PolyU”), the Chairman of Advisory Committee on School of Fashion and Textiles of PolyU and the Supervisor of Yau Yat Chuen School. She received a Bachelor’s degree from Nottingham Trent University, the United Kingdom in 1973. Madam Chan is also a member of the risk management committee of the Company.
Information relating to Madam. Chan’s relationship with other Directors, senior management, substantial or controlling Shareholders of the Company, her interest in Shares within the meaning of Part XV of the SFO and details of her compensation and length of service as a Director are set out below in this appendix.
Save as disclosed above, there are no other matters concerning Madam Chan that need to be brought to the attention of the Shareholders in connection with her re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
Mr. Fu Sing Yam, William, aged 63, received a Bachelor’s degree from the University of Western Ontario, Canada in 1984 and joined the Group in 1985. Mr. Fu has been an Executive Director of the Company since 1995. He was the Deputy Managing Director of the Company from 2006 to 2010 and was the Managing Director since 2010. Mr. Fu was re-designated as the Chief Executive Officer of the Company in September 2015. He has extensive experience in fashion retailing, wholesaling, marketing and merchandising. Mr. Fu is also a member of the risk management committee of the company.
Information relating to Mr. Fu’s relationship with other Directors, senior management, substantial or controlling Shareholders of the Company, his interest in Shares within the meaning of Part XV of the SFO and details of her compensation and length of service as a Director are set out below in this appendix.
Save as disclosed above, there are no other matters concerning Mr. Fu that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
APPENDIX II
INFORMATION OF THE DIRECTORS TO BE RE-ELECTED
Mr. Choi Ting Ki, aged 70, is a fellow member of the Hong Kong Institute of Certified Public Accountants. In 1978, Mr. Choi graduated from the Department of Accounting of the Hong Kong Polytechnic (currently known as the Hong Kong Polytechnic University). He joined KPMG in the same year and has held various positions, including partner of the audit department of KPMG Hong Kong Office, Managing Partner of KPMG Shanghai Office, Senior Partner of KPMG Huazhen Shanghai Office as well as Senior Partner of KPMG Huazhen in Eastern and Western China. Mr. Choi retired from KPMG Huazhen in April 2010. Mr. Choi has been an Independent Non-executive Director of the Company since December 2012. He is also an independent non-executive director of Yangtzekiang Garment Limited (stock code: 294).
Pursuant to the Code Provision B.2.3 of the Corporate Governance Code contained in Appendix C1 of the Listing Rules, if an independent non-executive Director serves more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders. Mr. Choi has served the Company as an independent non-executive Director for more than nine years. Mr. Choi has never been involved with the daily operations and business decisions of the Company. The Company has received from Mr. Choi an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board is of the opinion that Mr. Choi maintains an independent view of the Company's affairs and is able to carry out his duties as an independent non-executive Director in an impartial manner. He has given much valuable advice to the Company during past years of services. His extensive experience in accounting and audit is a valuable asset to the Company in steering its financial reporting and internal control functions. The Board therefore recommends the re-election of Mr. Choi as an independent non-executive Director notwithstanding the fact that Mr. Choi has served the Company for more than nine years.
If Mr. Choi shall be re-elected as an independent non-executive Director at the AGM, he will continue to act as the chairman of nomination committee, a member of each of the audit committee and remuneration committee of the Company.
Save as disclosed above, Mr. Choi did not hold any directorship in any other Hong Kong or overseas listed public companies in the last three years and did not hold any other position with the Company or other members of the Group. Mr. Choi does not have any other relationship with any Directors, senior management, substantial or controlling Shareholders of the Company.
Information relating to Mr. Choi's interest in Shares within the meaning of Part XV of the SFO and details of his compensation and length of services as a Director are set out below in this appendix.
Save as disclosed above, there are no other matters concerning Mr. Choi that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
10
APPENDIX II
INFORMATION OF THE DIRECTORS TO BE RE-ELECTED
The relationship of the Retiring Directors with other Directors, senior management, substantial or controlling Shareholders of the Company
Mr. Chan Wing Sun, Samuel, Mr. Chan Wing Fui, Peter and Madam Chan Suk Ling, Shirley are siblings.
Mr. Chan Wing Kee is the cousin of Mr. Chan Wing Sun, Samuel, Mr. Chan Wing Fui, Peter and Madam Chan Suk Ling, Shirley.
Mr. Fu Sing Yam, William is the cousin of Mr. Chan Wing Sun, Samuel, Mr. Chan Wing Fui, Peter, Madam Chan Suk Ling, Shirley and Mr. Chan Wing Kee.
Save as disclosed herein, the Retiring Directors do not have any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company.
The interests in Shares of the Retiring Directors
As at the Latest Practicable Date, interests in the Shares of the Retiring Directors which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, the Model Code for Securities Transactions by Directors of Listed Issuers and which were entered in the register kept by the Company under section 352 of the SFO were as follows:
| Name of Director | Number of Shares | Other interests | ||
|---|---|---|---|---|
| Personal interests (i) | Family interests | Corporate interests | ||
| Chan Suk Ling, Shirley | 8,802,608 | 328,000 | – | (ii) & (iii) |
| Fu Sing Yam, William | 2,075,462 | – | – | (ii) |
| Choi Ting Ki | – | – | – | – |
Save as disclosed herein and as at the Latest Practicable Date, none of the Retiring Directors had any interests in the Shares within the meaning of Part XV of the SFO.
Notes:
(i) The Shares are registered under the names of the Directors who are the beneficial owners.
(ii) 46,091,700 Shares were held by Chan Family Investment Corporation Limited (which is owned by Mr. Chan Wing Sun, Samuel, Mr. Chan Wing Kee, Mr. Fu Sing Yam, William, Madam Chan Suk Ling, Shirley and other members of the Chan Family) and its subsidiaries.
(iii) 120,400 Shares were held by Hearty Investments Limited which is owned by Mr. Chan Wing Sun, Samuel, Mr. Chan Wing Kee, Madam Chan Suk Ling, Shirley and other members of the Chan Family.
APPENDIX II
INFORMATION OF THE DIRECTORS TO BE RE-ELECTED
Directors' service contracts
As at the Latest Practicable Date, the Retiring Directors had not entered into any service contract in writing with the Company and had not been appointed for a specific term, but they are subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. All the Retiring Directors will receive a director’s fee to be fixed by the Board as may be authorised by the Shareholders at the AGM.
The total emoluments for the year ended 31 March 2025 received by Mdm. Chan Suk Ling, Shirley, Mr. Fu Sing Yam, William and Mr. Choi Ting Ki were HK$1,449,000, HK$1,942,000 and HK$130,000, respectively (as disclosed in note 8 to the audited consolidated financial statements of the Company for the year ended 31 March 2025).
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NOTICE OF ANNUAL GENERAL MEETING
YGM TRADING LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00375)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of the members of YGM Trading Limited (the “Company”) will be held at Yau Yat Chuen Garden City Club, 7 Cassia Road, Yau Yat Chuen, Kowloon, Hong Kong on Friday, 26 September 2025 at 12:15 p.m. for the following purposes:
-
To receive and consider the audited consolidated financial statements, the directors’ report and the independent auditor’s report for the year ended 31 March 2025;
-
To approve and declare a final dividend for the year ended 31 March 2025;
-
To re-elect the directors of the Company named below (each as a separate resolution):
(a) Mdm. Chan Suk Ling, Shirley as an executive director of the Company;
(b) Mr. Fu Sing Yam, William as an executive director of the Company; and
(c) Mr. Choi Ting Ki who has already served the Company for more than nine years, as an independent non-executive director of the Company;
and to authorise the board of directors (the “Directors”) to fix the remuneration of the Directors and any members of the committees of Directors;
-
To re-appoint KPMG as the auditors of the Company and to authorise the board of Directors to fix their remuneration; and
-
To consider as special business and, if thought fit, pass with or without modification, the following resolutions as ordinary resolutions of the Company:
(A) “THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined hereinbelow) of all the powers of the Company to allot, issue and otherwise deal with the unissued shares of the capital of the Company (“Shares”) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
NOTICE OF ANNUAL GENERAL MEETING
(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined hereinbelow), (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to such eligible participants recognised by the Company of shares or rights to acquire Shares, or (iv) 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, shall not exceed the aggregate of: (aa) 20% of the total number of Shares in issue as at the date of passing this Resolution plus (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of Shares bought back by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the total number of Shares in issue as at the date of passing this Resolution), and the said approval shall be limited accordingly; and
(d) for the purposes of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier 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 law or the articles of association of the Company to be held; or
(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting;
“Right Issue” means the allotment, issue or grant of shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (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, any recognised regulatory body or any stock exchange in any territory outside Hong Kong).
NOTICE OF ANNUAL GENERAL MEETING
(B) “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined hereinbelow) of all the powers of the Company to buy back Shares be and is hereby generally and be and is hereby generally and unconditionally approved;
(b) the total number of Shares which may be bought back on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Buy-backs pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of Shares in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and
(c) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier 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 law or the articles of association of the Company to be held; or
(iii) 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
(C) “THAT conditional upon the passing of resolutions set out in paragraphs (A) and (B) above, the Directors be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the resolution set out in paragraph (A) above in this notice in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph 5(A)(c) of such resolution.”
By Order of the Board
YGM Trading Limited
Kwok Ying Tung
Company Secretary
Hong Kong, 31 July 2025
NOTICE OF ANNUAL GENERAL MEETING
As at the date of this notice, the Board comprises five executive Directors, namely Mr. Chan Wing Sun, Samuel, Madam Chan Suk Ling, Shirley, Mr. Fu Sing Yam, William, Mr. Chan Wing Fui, Peter, and Mr. Chan Wing Kee; and three independent non-executive Directors, namely Mr. Choi Ting Ki, Mr. So Stephen Hon Cheung and Mr. Li Guangming.
Notes:
(a) For the purpose of ascertaining the entitlement of the shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 23 September 2025 to Friday, 26 September 2025 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for the right to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Monday, 22 September 2025.
(b) A member entitled to attend and vote at the above meeting may appoint more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company.
(c) In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be deposited at the registered office of the Company at 22 Tai Yau Street, San Po Kong, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
(d) The register of members of the Company will also be closed from Wednesday, 8 October 2025 to Monday, 13 October 2025, both days inclusive, during which period no transfer of shares will be effected for the purpose of ascertaining the entitlement of the shareholders to the proposed final dividend. In order to qualify for the final dividend payable on or around Wednesday, 22 October 2025 to be approved at the forthcoming AGM, all transfers accompanied by the relevant share certificates must be lodged with the share registrar of the company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration, not later than 4:30 p.m. on Monday, 6 October 2025.
(e) With regard to paragraph 5 of the above notice, attention is drawn to the circular regarding the general mandate to buy back Shares and to issue Shares which will be sent to the shareholders of the Company in due course.
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