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Yuexiu Services Group Limited Proxy Solicitation & Information Statement 2025
51013_rns_2025-05-26_22e26a72-2f73-455a-8524-2f0fcd9f9981.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 you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Yuexiu Services Group Limited, you should at once hand this circular together with the enclosed proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
越秀服務集團有限公司
YUEXIU SERVICES GROUP LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 06626)
(1) PROPOSED GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE SHARES;
(2) PROPOSED FINAL DIVIDEND;
(3) PROPOSED RE-ELECTION OF DIRECTORS; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM to be held at Plaza I-IV, Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 18 June 2025 at 10:30 a.m. is set out on pages 20 to 23 of this circular.
Whether you are able to attend the AGM or not, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the 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, and in any event, it should be received not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be).
27 May 2025
CONTENTS
Page
DEFINITION ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I — EXPLANATORY STATEMENT FOR
THE SHARE REPURCHASE MANDATE ... 9
APPENDIX II — DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE AGM ... 14
NOTICE OF ANNUAL GENERAL MEETING ... 20
- i -
DEFINITION
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
| Term | Definition |
|---|---|
| “AGM” | the annual general meeting of the Company to be held at Plaza I-IV, Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 18 June 2025 at 10:30 a.m. or any adjournment thereof |
| “Annual Results Announcement” | the annual results announcement of the Company dated 20 March 2025 |
| “Articles of Association” | the articles of association of the Company |
| “Board” | the board of Directors |
| “close associate(s)” | has the meaning ascribed thereto under the Listing Rules |
| “Companies Ordinance” | Companies Ordinance (Chapter 622 of the laws of Hong Kong) |
| “Company” | Yuexiu Services Group Limited, a company incorporated in Hong Kong with limited liability and whose Shares are listed on the Main Board of the Stock Exchange (stock code: 06626) |
| “Director(s)” | the director(s) of the Company |
| “Final Dividend” | the proposed final dividend of HK$0.083 per Share and payable in Hong Kong dollars |
| “GMIF” | Guangzhou Metro Investment Finance (HK) Limited (廣州地鐵投融資(香港)有限公司), a limited company incorporated in Hong Kong and a direct wholly owned subsidiary of GZ Metro |
| “Group” | the Company and its subsidiaries at the relevant time, or where the context refers to any time prior to the Company becoming the holding company of its present subsidiaries, the present subsidiaries of the Company and the business carried on by such subsidiaries or, as the case may be, the predecessors |
| “GZ Metro” | Guangzhou Metro Group Co., Ltd.* (廣州地鐵集團有限公司), a limited liability company established in the PRC beneficially wholly owned by Guangzhou Municipal People’s Government of the PRC |
- 1 -
DEFINITION
“GZYX”
Guangzhou Yue Xiu Holdings Limited* (廣州越秀集團股份有限公司), a company established in the PRC with limited liability, which is majority owned by the Guangzhou Municipal People’s Government of the PRC and is the ultimate controlling shareholder of Yuexiu Property and a controlling Shareholder
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date”
22 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Date”
28 June 2021, being the date on which dealings in the Shares first commenced on the Main Board of the Stock Exchange
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“Nomination Committee”
the nomination committee of the Board
“PRC”
the People’s Republic of China, but for the purpose of this circular and for geographical reference only and except where the context requires, references in this circular to “China” and the “PRC” do not apply to Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan
“RMB”
Renminbi, the lawful currency of the PRC
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
“Share Issue Mandate”
the general mandate to the Directors to exercise the power of the Company to allot, issue and deal with Shares not exceeding 20% of the total number of the issued Shares (excluding any treasury shares) as at the date of passing of the resolution approving such mandate
- 2 -
DEFINITION
| “Share Option Scheme” | the share option scheme of the Company approved by the Shareholders at the general meeting of the Company held on 15 February 2023; and details of which are set out in the announcement and the circular of the Company dated 30 December 2022 and 26 January 2023, respectively. As at the Latest Practicable Date, the adoption conditions of the Share Option Scheme have been fulfilled |
|---|---|
| “Share Repurchase Mandate” | the general mandate to the Directors to exercise the power of the Company to repurchase Shares not exceeding 10% of the total number of the issued Shares (excluding any treasury shares) as at the date of passing of the resolution approving such mandate |
| “Share(s)” | the 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 |
| “Takeovers Code” | the Code on Takeovers and Mergers and Share Buy-backs |
| “Yuexiu Property” | Yuexiu Property Company Limited (越秀地產股份有限公司), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 00123) and a controlling Shareholder |
| “YXE” | Yue Xiu Enterprises (Holdings) Limited (越秀企業(集團)有限公司), a company incorporated in Hong Kong with limited liability and a wholly owned subsidiary of GZYX and a controlling Shareholder |
| “%” | per cent. |
In this circular, the English translation of an entity's or a company's name in Chinese which is marked with “*” is for identification purpose only. If there is any inconsistency between the Chinese names of entities or companies established in the PRC and their English translations, the Chinese names shall prevail.
Any reference in this circular to any enactment is a reference to that enactment for the time being amended or re-enacted. Any reference to a time of day in this circular shall be a reference to Hong Kong time unless otherwise stated.
- 3 -
LETTER FROM THE BOARD
越秀服務集團有限公司
YUEXIU SERVICES GROUP LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 06626)
Executive Directors:
WANG Jianhui
ZHANG Chenghao
ZHANG Jin
Non-executive Directors:
JIANG Guoxiong (Chairman of the Board)
ZHANG Jianguo
YANG Zhaoxuan
Independent non-executive Directors:
HUNG Shing Ming
HUI Lai Kwan
LEUNG Yiu Man
Registered office and principal place of business in Hong Kong:
26/F, Yue Xiu Building
160 Lockhart Road
Wanchai
Hong Kong
27 May 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE SHARES;
(2) PROPOSED FINAL DIVIDEND;
(3) PROPOSED RE-ELECTION OF DIRECTORS; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM regarding (i) the granting to the Directors of the Share Issue Mandate and the Share Repurchase Mandate; (ii) payment of Final Dividend; (iii) the re-election of retiring Directors; and (iv) notice of AGM.
1. PROPOSED GENERAL MANDATE TO ISSUE SHARES
Pursuant to the ordinary resolution passed by the then Shareholders on 12 June 2024, a general mandate was given to the Directors to allot, issue and deal with the Shares. Such mandate will lapse at the conclusion of the AGM. In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to allot or issue any Shares and grant rights to subscribe for, or to convert
LETTER FROM THE BOARD
any security into, Shares in the Company, at the AGM, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant a general mandate to the Directors to allot, issue and deal with Shares up to 20% of the total number of issued Shares (excluding any treasury shares) as at the date of passing this ordinary resolution. In addition, an ordinary resolution will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding the number of Shares purchased under the Share Repurchase Mandate (referred to in section 2 below), if granted, to the total number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate.
As at the Latest Practicable Date, the total number of issued Shares was 1,502,212,177 Shares. Assuming that there is no change in the total number of issued Shares (excluding any treasury shares) between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Issue Mandate, the maximum number of Shares which may be allotted, issued and dealt with pursuant to the Share Issue Mandate as at the date of passing the resolution approving the Share Issue Mandate will be 300,442,435 Shares, which represent 20% of the total number of issued Shares (excluding any treasury shares) at the date of passing the ordinary resolution for Share Issue Mandate.
Details of the Share Issue Mandate and the extension of the Share Issue Mandate are respectively set out in Resolutions 5 and 7 in the notice of the AGM set out on pages 20 to 23 of this circular.
The Share Issue Mandate will expire upon 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 the Articles of Association or by law to be held; and (c) the date on which the authority given under the ordinary resolution approving the Share Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders.
Concerning the Share Issue Mandate, the Directors wish to state that they have no immediate plans to allot or issue any new Shares or grant any rights to subscribe for, or convert any security into, Shares. Approval is being sought from the Shareholders as a general mandate for the purposes of Section 141 of the Companies Ordinance and the Listing Rules.
2. PROPOSED GENERAL MANDATE TO REPURCHASE SHARES
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their own securities on the Stock Exchange, subject to certain restrictions. Pursuant to the ordinary resolution passed by the then Shareholders on 12 June 2024, a general mandate was given to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant a general mandate to Directors to repurchase Shares up to 10% of the total number of issued Shares (excluding any treasury shares) as at the date of passing this ordinary resolution.
As at the Latest Practicable Date, the total number of issued Shares was 1,502,212,177 Shares. Assuming that there is no change in the total number of issued Shares (excluding any treasury shares) between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant
LETTER FROM THE BOARD
to the Share Repurchase Mandate as at the date of passing the resolution approving the Share Repurchase Mandate will be 150,221,217 Shares, which represent 10% of the total number of issued Shares (excluding any treasury shares) as at the date of passing the ordinary resolution for Share Repurchase Mandate.
The Company is required, by the provisions of the Listing Rules regulating such securities buy-backs and by Section 239(2) of the Companies Ordinance, to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Share Repurchase Mandate. Such explanatory statement is set out in Appendix I to this circular. The Share Repurchase Mandate will expire upon 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 the Articles of Association or by law to be held; and (c) the date on which the authority given under the ordinary resolution approving the Share Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.
3. PROPOSED FINAL DIVIDEND
As disclosed in the Annual Results Announcement, the Board has recommended the declaration and payment of a final dividend of HK$0.083 per Share, which is equivalent to RMB0.078 per Share, and payable in Hong Kong dollars for the year ended 31 December 2024, subject to the Shareholders' approval at the AGM. As at the Latest Practicable Date, the Company has 1,502,212,177 Shares in issue. Based on the number of issued Shares (excluding any treasury shares) as at the Latest Practicable Date, the Final Dividend, if declared and paid, will amount to an aggregate amount of approximately HK$124,683,611.
For determining the entitlement to the Final Dividend, the register of members of the Company will be closed from Wednesday, 25 June 2025 to Thursday, 26 June 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the Final Dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, 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 Tuesday, 24 June 2025. The Final Dividend is expected to be paid on or about Tuesday, 8 July 2025 to the Shareholders whose name appear on the register of members of the Company on Thursday, 26 June 2025.
4. PROPOSED RE-ELECTION OF DIRECTORS
In accordance with article 110 of the Articles of Association, the Board shall have power, exercisable at any time and from time to time, to appoint any other person as a Director, either to fill a casual vacancy or as an addition to the Board. Any Directors so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Mr. Jiang Guoxiong and Mr. Wang Jianhui will only hold office until the AGM and being eligible, offer themselves for re-election at the AGM.
In accordance with article 111 of the Articles of Association, Mr. Zhang Jianguo (a non-executive Director), Mr. Hung Shing Ming and Ms. Hui Lai Kwan (both being independent non-executive Directors) will retire by rotation and, being eligible, offer themselves for re-election at the AGM.
LETTER FROM THE BOARD
Details of the above Directors, which are required to be disclosed by the Listing Rules, are set out in Appendix II to this circular.
The Nomination Committee, having reviewed the Board's composition, nominated Mr. Jiang Guoxiong, Mr. Wang Jianhui, Mr. Zhang Jianguo, Mr. Hung Shing Ming and Ms. Hui Lai Kwan to the Board for it to recommend to Shareholders for re-election at the AGM.
Regarding the above-mentioned nomination, the Nomination Committee and the Board had also taken into account their respective contributions to the Board and their commitment to their roles, meritocracy and various aspects set out in the board diversity policy of the Company, including but not limited to gender, age, cultural and educational background, ethnicity, experience, skills, knowledge and length of service.
Each of Mr. Hung Shing Ming and Ms. Hui Lai Kwan has confirmed his/her independence of the Company and the Company considers each of them to be independent in accordance with the guidelines of assessing independence as set out in Rule 3.13 of the Listing Rules.
5. ANNUAL GENERAL MEETING
A notice convening the AGM is set out on pages 20 to 23 of this circular. A proxy form for use at the AGM is enclosed, a copy of which can also be obtained via the website of the Company at www.yuexiuservices.com or the website of the Stock Exchange at www.hkexnews.hk. Whether you are able to attend the AGM or not, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the completed proxy form to the 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, and in any event so that it is received 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 proxy form will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 13 June 2025 to Wednesday, 18 June 2025, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, 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 Thursday, 12 June 2025.
6. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, at any general meeting, a resolution put to the vote of Shareholders shall be taken by poll except where the chairman of the AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.
The chairman of the AGM will exercise his power under article 74 of the Articles of Association to demand for poll voting on all the resolutions as set out in the notice of the AGM.
LETTER FROM THE BOARD
The results of the poll on all the resolutions as set out in the notice of the AGM in both English and Chinese will be published on the website of the Company at www.yuexiuservices.com and the website of the Stock Exchange at www.hkexnews.hk in accordance with the Listing Rules.
7. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.
8. RECOMMENDATION
The Directors consider that all the proposed resolutions set out in the notice of the AGM are in the interests of the Company and the Shareholders as a whole, and recommend all Shareholders to vote in favour of all such resolutions to be proposed at the AGM.
Yours faithfully,
By Order of the Board
Yuexiu Services Group Limited
Yu Tat Fung
Company Secretary
- 8 -
APPENDIX I
EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE
This is an explanatory statement required to be given to the Shareholders under the Listing Rules in connection with the proposed Share Repurchase Mandate. This explanatory statement also constitutes the memorandum required under section 239(2) of the Companies Ordinance.
SHARE CAPITAL
As at the Latest Practicable Date, there were 1,502,212,177 Shares in issue. Subject to the passing of the ordinary resolution approving the Share Repurchase Mandate and on the basis that no further Shares are issued and no Shares are repurchased prior to the AGM, the Directors would be authorised under the Share Repurchase Mandate to repurchase a maximum of 150,221,217 Shares, which represent 10% of the total number of issued Shares (excluding any treasury shares) as at the date of passing the ordinary resolution.
REASONS FOR THE REPURCHASE OF SHARES
The Directors believe that the Share Repurchase Mandate is in the best interests of the Company and the Shareholders. Repurchases may, depending on the circumstances, result in an increase in net assets of the Company and/or earnings per Share. The Directors are seeking the grant of a general mandate to repurchase Shares to give the Company flexibility to do so if and when appropriate. The timing and the number(s), the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing.
FUNDING FOR THE REPURCHASE OF SHARES
Repurchases must be made out of funds which are legally available for such purpose in accordance with all applicable laws of Hong Kong and the Articles of Association. It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company. Under the Companies Ordinance, a company's profits available for distribution are its accumulated, realised profits, so far as not previously utilised by distribution or capitalisation, less its accumulated, realised losses, so far as not previously written off in a reduction or reorganisation of capital.
EFFECT OF ANY REPURCHASE OF SHARES
There could be adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2024) in the event that the proposed Share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing level which in the opinion of the Directors are from time to time appropriate for the Company.
APPENDIX I
EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE
STATUS OF ANY REPURCHASE OF SHARES
The Listing Rules provide that the shares repurchased by a company shall be held as treasury shares or cancelled. The listing of all shares which are held as treasury shares shall be retained. The company shall ensure that treasury shares are appropriately identified and segregated. The listing of all shares bought back but not held as treasury shares shall be automatically cancelled and the certificates for these shares must be cancelled and destroyed.
GENERAL
Neither the Explanatory Statement nor the Share Repurchase Mandate has any unusual features.
The Directors will exercise the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Hong Kong.
The Listing Rules were amended in June 2024 to introduce a new treasury share regime allowing issuers to hold repurchased shares in treasury and governing the resale of such treasury shares. The new treasury share regime gives issuers greater flexibility in managing their capital structure through share buy-backs and resale of treasury shares. The Companies (Amendment) Bill 2024 was passed on 8 January 2025, introducing amendments to the Companies Ordinance which enable issuers incorporated in Hong Kong to adopt the new treasury share regime under the amended Listing Rules. These amendments will come into effect on 17 April 2025.
Following the abovementioned amendments to the Companies Ordinance, if the Company repurchases its Shares pursuant to the Buy-back Mandate, it may (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time of the repurchase(s) of the Shares.
DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company in the event that the Share Repurchase Mandate is approved by the Shareholders.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell the Shares to the Company, nor has he undertaken not to do so in the event that the Share Repurchase Mandate is approved by the Shareholders.
APPENDIX I
EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE
SHARE PRICES
The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each of the previous twelve calendar months up to the Latest Practicable Date were as follows:
| Traded Market Price for Shares | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| May 2024 | 3.94 | 2.98 |
| June 2024 | 3.76 | 3.09 |
| July 2024 | 3.30 | 2.81 |
| August 2024 | 3.21 | 2.70 |
| September 2024 | 3.70 | 2.94 |
| October 2024 | 3.94 | 3.29 |
| November 2024 | 3.41 | 3.03 |
| December 2024 | 3.43 | 3.10 |
| 2025 | ||
| January 2025 | 3.34 | 3.04 |
| February 2025 | 3.33 | 3.04 |
| March 2025 | 3.58 | 2.84 |
| April 2025 | 3.05 | 2.73 |
| May 2025 (up to and including the Latest Practicable Date) | 2.94 | 2.85 |
TAKEOVERS CODE
Pursuant to Rule 32 of the Takeovers Code, if as a result of a Share repurchase, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for the Shares under Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, (i) GZYX, YXE, Yuexiu Property and Guangzhou Construction & Development Holdings (China) Limited were recorded in the registers required to be kept by the Company under section 336 of the SFO as each taken to have an interest in 1,018,600,000 Shares, representing approximately $67.81\%$ of the number of issued Shares (excluding any treasury shares) as at that date; and (ii) GZ Metro and GMIF were recorded in the registers required to be kept by the Company under section 336 of the SFO as taken to have an interest in 90,359,677 Shares, representing approximately $6.02\%$ of the number of issued Shares (excluding any treasury shares) as at that date. An exercise of the Share Repurchase Mandate in full would not result in any Shareholder becoming obliged to make a mandatory general offer under Rules 26 and Rule 32 of the Takeovers Code and the Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any purchase made under the Share
APPENDIX I
EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE
Repurchase Mandate. The Directors have no present intention to exercise the Share Repurchase Mandate to such an extent as would result in takeover obligations under the Takeovers Code. In addition, in exercising the Share Repurchase Mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.
SHARES REPURCHASE MADE BY THE COMPANY
The Company repurchased a total of 11,518,500 shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date (i.e. from 22 November 2024 to 11 April 2025) and details of which are as follows:
| Date of Repurchase | Number of ordinary shares repurchased | Price per share | |
|---|---|---|---|
| Highest HKD | Lowest HKD | ||
| 22 November 2024 | 160,000 | 3.17 | 3.07 |
| 25 November 2024 | 110,000 | 3.08 | 3.05 |
| 26 November 2024 | 105,000 | 3.12 | 3.06 |
| 27 November 2024 | 110,000 | 3.18 | 3.08 |
| 28 November 2024 | 109,000 | 3.16 | 3.11 |
| 29 November 2024 | 137,000 | 3.19 | 3.12 |
| 03 December 2024 | 119,500 | 3.17 | 3.11 |
| 04 December 2024 | 150,000 | 3.27 | 3.13 |
| 05 December 2024 | 119,500 | 3.26 | 3.18 |
| 06 December 2024 | 190,000 | 3.26 | 3.19 |
| 09 December 2024 | 95,000 | 3.30 | 3.17 |
| 10 December 2024 | 120,000 | 3.30 | 3.25 |
| 11 December 2024 | 110,000 | 3.30 | 3.26 |
| 12 December 2024 | 120,000 | 3.29 | 3.25 |
| 13 December 2024 | 123,000 | 3.28 | 3.18 |
| 16 December 2024 | 20,000 | 3.15 | 3.13 |
| 17 December 2024 | 125,000 | 3.17 | 3.12 |
| 18 December 2024 | 125,000 | 3.19 | 3.14 |
| 19 December 2024 | 150,000 | 3.17 | 3.13 |
| 20 December 2024 | 160,000 | 3.17 | 3.13 |
| 23 December 2024 | 150,000 | 3.14 | 3.12 |
| 24 December 2024 | 234,500 | 3.18 | 3.14 |
| 27 December 2024 | 194,000 | 3.23 | 3.14 |
| 30 December 2024 | 136,500 | 3.26 | 3.20 |
| 31 December 2024 | 86,000 | 3.29 | 3.24 |
| 02 January 2025 | 153,000 | 3.29 | 3.21 |
| 03 January 2025 | 195,000 | 3.24 | 3.16 |
| 06 January 2025 | 110,000 | 3.19 | 3.11 |
| 07 January 2025 | 110,000 | 3.14 | 3.08 |
| 08 January 2025 | 110,000 | 3.15 | 3.06 |
APPENDIX I
EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE
| Date of Repurchase | Number of ordinary shares repurchased | Price per share
Highest
HKD | Lowest
HKD |
| --- | --- | --- | --- |
| 09 January 2025 | 110,000 | 3.16 | 3.11 |
| 10 January 2025 | 125,000 | 3.17 | 3.09 |
| 13 January 2025 | 110,000 | 3.07 | 3.05 |
| 14 January 2025 | 110,000 | 3.14 | 3.07 |
| 15 January 2025 | 110,000 | 3.12 | 3.08 |
| 16 January 2025 | 110,000 | 3.17 | 3.12 |
| 17 January 2025 | 136,000 | 3.20 | 3.13 |
| 21 March 2025 | 1,335,500 | 3.02 | 2.94 |
| 24 March 2025 | 225,000 | 3.00 | 2.87 |
| 25 March 2025 | 87,500 | 2.91 | 2.87 |
| 26 March 2025 | 319,000 | 2.99 | 2.94 |
| 27 March 2025 | 340,000 | 2.99 | 2.92 |
| 28 March 2025 | 370,000 | 2.96 | 2.92 |
| 31 March 2025 | 444,000 | 2.97 | 2.91 |
| 01 April 2025 | 359,000 | 2.99 | 2.96 |
| 02 April 2025 | 490,000 | 3.05 | 2.95 |
| 03 April 2025 | 476,500 | 3.02 | 2.99 |
| 07 April 2025 | 460,000 | 2.88 | 2.74 |
| 08 April 2025 | 591,000 | 2.85 | 2.80 |
| 09 April 2025 | 411,000 | 2.91 | 2.77 |
| 10 April 2025 | 423,000 | 2.97 | 2.91 |
| 11 April 2025 | 439,000 | 2.97 | 2.90 |
| Total | 11,518,500 | | |
Save as disclosed above, the Company has not made any repurchase of the shares during the six months immediately prior to the Latest Practicable Date.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
The particulars of the Directors proposed to be re-elected at the AGM are as follows:
Mr. Jiang Guoxiong (江国雄) (“Mr. Jiang”), aged 52, was appointed as a non-executive Director of the Company and the Chairman of the Board with effect from May 2025. Mr. Jiang is responsible for providing strategic advice and making recommendations on business plans, strategic developments and management decisions to the Board.
Mr. Jiang has served as a non-executive director and chairman of the board of directors of Yuexiu REIT Asset Management Limited, as manager of Yuexiu Real Estate Investment Trust (stock code: 00405) since May 2025.
Mr. Jiang served as the deputy general manager of Yuexiu Property from July 2021 to December 2024. Since December 2024, he has been serving as an executive director and the co-general manager of Yuexiu Property, as well as a member of the sustainability committee of the board of directors of Yuexiu Property. He has been a director and the co-general manager of Guangzhou City Construction & Development Co. Ltd. (廣州市城市建設開發有限公司) (“GCCD”), a subsidiary of Yuexiu Property, since January 2022 and December 2024, respectively. Since February 2023, he has been serving as the chairman of the board of directors of the regional companies of the Yuexiu Property Group in Central and Western China. Since April 2024, he has been serving as the chairman of the board of directors of the companies of the Yuexiu Property Group in the commercial division.
From July 1991 to November 2015, Mr. Jiang served successively as a finance department accountant, deputy department head, department head and chief financial officer at Guangzhou Paper Mill (廣州造紙廠) (currently known as Guangzhou Paper Group Co., Ltd. (廣州造紙集團有限公司)) and the business director of the finance division of Guangzhou Paper Limited (廣州造紙有限公司) (currently known as Guangzhou Paper Co., Ltd. (廣州造紙股份有限公司)). From November 2015 to March 2023, he served successively as the general manager of the finance department, process information department, operations management centre, IT shared centre and digital intelligence development centre at GCCD. He served as the assistant to the general manager of Yuexiu Property from March 2019 to July 2021 and also served as the assistant to the general manager at GCCD from April 2019 to July 2021. He served as the deputy general manager of GCCD from July 2021 to December 2024. From November 2020 to November 2024, he successively served as the chairman of the board of directors and general manager of the regional companies of the Yuexiu Property Group in Central China, and Western and Southern China, as well as the general manager of the regional companies of the Yuexiu Property Group in Central and Western China. From April 2024 to April 2025, he served as the chairman of the board of directors of the regional companies of the Yuexiu Property Group in Eastern China. Mr. Jiang held positions in various subsidiaries of the Yuexiu Property Group. He has extensive experience in corporate investment decision-making, financial management, and operations management.
Mr. Jiang obtained an undergraduate degree in accounting from Jinan University in the PRC in June 2008. He also obtained the qualification of intermediate accountant in the PRC in May 2000.
Mr. Jiang has entered into a letter of appointment with the Company for an initial term of three years commencing on 22 May 2025. Subject to the provisions of re-election or retirement by rotation at the general meetings of the Company in accordance with the articles of association of the Company, Mr. Jiang shall hold office only until the next annual general meeting of the Company and then be eligible for re-election thereat. Mr. Jiang will not receive any emoluments from the Company in connection with his appointment as a non-executive Director and the Chairman of the Board.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
As at the Latest Practicable Date, save as disclosed herein, Mr. Jiang:
(1) does not hold any other position in the Company or any of its subsidiaries; and
(2) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, save as disclosed herein:
(1) Mr. Jiang has not held any other directorships of other listed companies in the last three years;
(2) Mr. Jiang does not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company; and
(3) there is no information that should be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to Mr. Jiang that need to be brought to the attention of the Shareholders.
Mr. Wang Jianhui (王建輝) ("Mr. Wang"), aged 49, was appointed as an executive Director and the Chief Executive Officer with effect from September 2024. He is responsible for the overall management, formulation and implementation of business strategies (including acquisition plans) of the Group.
Prior to joining the Group, Mr. Wang joined KWG Living Group Holdings Limited, whose shares are listed on the Main Board of the Stock Exchange (stock code: 3913), in June 2022 and his last position was chief executive officer before he left in August 2024. Prior to that, he served in Longfor Group Holdings Limited whose shares are listed on the Main Board of the Stock Exchange (stock code: 960) and its related companies. He also served as the senior vice president of Beijing Qianding Internet Company Limited (北京千丁互聯科技有限公司), the general manager of Longfor Property Service Group Co., Ltd. (龍湖物業服務集團有限公司) and the general manager of Sunan Longfor Properties Development Co., Ltd.* (蘇南龍湖地產發展有限公司).
Mr. Wang graduated from Chongqing Jianzhu University (重慶建築大學) in the PRC in 1998 with a bachelor's degree in construction engineering. He obtained his master's degree in management science and engineering from Chongqing University in the PRC in 2001. Mr. Wang obtained the title of senior engineer in engineering technology in 2007. As a result of his cross-industry background, Mr. Wang has solid and comprehensive experience in real estate development and operational management, as well as management and organizational reform and digital transformation at large-scale property management companies.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. Wang has entered into a service contract with the Company for an initial term of three years commencing on 11 September 2024. Subject to the provisions of re-election or retirement by rotation at the general meetings of the Company in accordance with the articles of association of the Company, Mr. Wang shall hold office only until the next annual general meeting of the Company and then be eligible for re-election. Mr. Wang is entitled to emoluments of RMB2,500,000 per annum under the service contract which was determined by the Board after taking into account Mr. Wang’s background, experience, qualifications, and also the duties and responsibilities to be taken by him within the Group, with reference to prevailing market rates. Mr. Wang will also be entitled to receive a discretionary performance bonus as may be determined by the Board in relation to his services rendered to the Group.
As at the Latest Practicable Date, save as disclosed herein, Mr. Wang:
(1) does not hold any other position in the Company or any of its subsidiaries; and
(2) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, save as disclosed herein:
(1) Mr. Wang has not held any other directorships of other listed companies in the last three years;
(2) Mr. Wang does not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company; and
(3) there is no information that should be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to Mr. Wang that need to be brought to the attention of the Shareholders.
Mr. Zhang Jianguo (張建国) (“Mr. Zhang”), aged 49, was re-designated to a non-executive Director in September 2024. He is responsible for providing guidance and formulating business strategies on the overall development of the Group. From February 2022 to September 2024, Mr. Zhang was appointed as an executive Director and the Chief Executive Officer.
Mr. Zhang has over 17 years of senior management experience in human resources, internal control and corporate culture development in the group of GZYX and Yuexiu Property prior to joining the Company. From July 2016 to January 2022, he served in GCCD and his last position was the secretary of Commission for Discipline Inspection. Since July 2016, Mr. Zhang serves in GCCD as a director. Since January 2022, he has been serving as the deputy general manager of Yuexiu Property and since February 2022, he has also been serving as the deputy general manager of GCCD.
Mr. Zhang obtained a bachelor’s degree in laws majoring in administrative management from Sun Yat-sen University in the PRC in June 1998.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
In respect of the redesignation, Mr. Zhang has entered into a letter of appointment with the Company for an initial term of three years commencing on 11 September 2024. Subject to the provisions of re-election or retirement by rotation at the general meetings of the Company in accordance with the articles of association of the Company, Mr. Zhang shall hold office only until the next annual general meeting of the Company and then be eligible for re-election. Mr. Zhang will not receive any emoluments from the Company in connection with his appointment as a non-executive Director.
As at the Latest Practicable Date, save as disclosed herein, Mr. Zhang:
(1) does not hold any other position in the Company or any of its subsidiaries; and
(2) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, save as disclosed herein:
(1) Mr. Zhang has not held any other directorships of other listed companies in the last three years;
(2) Mr. Zhang does not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company; and
(3) there is no information that should be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to Mr. Zhang that need to be brought to the attention of the Shareholders.
Mr. Hung Shing Ming (洪誠明) ("Mr. Hung"), aged 48, was appointed as an independent non-executive Director on 1 February 2021. Mr. Hung is responsible for providing independent advice and judgement to the Board.
Mr. Hung has approximately 20 years' experience in the investment and commercial banking industry. Since 17 March 2025, Mr. Hung has been the Head of Institutional Banking Group, DBS China. Between February 2023 and March 2025, Mr. Hung was the managing director and head of large corporate, institutional banking group at DBS Bank Ltd, Hong Kong Branch.
From March 2007 to December 2014, Mr. Hung acted as the executive director of investment banking of Morgan Stanley Asia Limited, and was responsible for provision of corporate finance advisory services. From December 2014 to September 2018, Mr. Hung acted as the managing director and head of real estate and strategic coverage of institutional banking group in DBS Bank Ltd., Hong Kong Branch, and was responsible for provision of commercial banking and corporate finance advisory services. From September 2018 to October 2022, Mr. Hung acted as the assistant chief executive officer and chief financial officer in Kidsland International Holdings Limited, a company listed on the Stock Exchange (stock code: 2122) ("KIHL"), and was responsible for the strategic planning, overall management and operations and corporate finance management; and from January 2019 to October 2022, he was an executive director in KIHL, and was responsible for strategic development and corporate finance management.
- 17 -
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. Hung obtained a master of philosophy degree from the University of Cambridge in the United Kingdom in May 2002. He obtained a bachelor of science degree in economics from University College London in the United Kingdom in August 1999.
Mr. Hung has entered into a letter of appointment with the Company commencing on and with effect from 1 February 2021 for a fixed term of one year and renewable automatically, subject to certain circumstances as stipulated in the said letter of appointment and the provisions of the Articles of Association with regard to retirement by rotation of Directors. Mr. Hung is entitled to a director's fee of RMB216,000 per annum under the said letter of appointment which was determined by the Board after taking into account Mr. Hung's background, experience, qualifications, and also the duties and responsibilities to be taken by him within the Group, with reference to prevailing market rates.
As at the Latest Practicable Date, Mr. Hung:
(1) does not hold any other position in the Company or any of its subsidiaries; and
(2) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, save as disclosed herein:
(1) Mr. Hung has not held any other directorships of other listed companies in the last three years;
(2) Mr. Hung does not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company; and
(3) there is no information that should be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to Mr. Hung that need to be brought to the attention of the Shareholders.
Ms. Hui Lai Kwan (許麗君) ("Ms. Hui"), aged 54, was appointed as an independent non-executive Director on 1 February 2021. Ms. Hui is responsible for providing independent advice and judgement to the Board.
Ms. Hui has solid professional experience in the accounting, finance and advisory areas. From August 1992 to December 2010, Ms. Hui served in KPMG and her past position therein was the senior manager of capital markets group, and was responsible for provision of technical support services to audit team on listing matters and review of prospectuses. From December 2014 to November 2015, Ms. Hui was a director in regional controllers department in Manulife Financial Asia Limited, and was responsible for provision of regional management information reporting and budgeting for Manulife Asia business units. From May 2016 to February 2018, Ms. Hui was the head of finance in finance department in Aviva Life Insurance Company Limited, and was responsible for accounting and financial management, investment reporting and fund operations. From February 2018 to August 2018, Ms. Hui acted as the chief financial officer in Asana (Hong Kong) Limited, and was responsible for accounting and financial management and securing strategic investments. From September 2018 to August 2022, Ms. Hui acted as a consultant for Golden Advice Enterprises Limited, and was responsible for financial and operational review and provision of corporate governance and process
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
improvements advice. From October 2021 to August 2022, Ms. Hui also acted as the transformation lead in i-CABLE Communications Limited, a company listed on the Stock Exchange (stock code: 1097), and was responsible for process re-engineering to improve management and operational efficiency. From August 2022 to January 2024, Ms. Hui acted as a director of corporate governance & strategy in i-CABLE Network Operations Limited (a wholly-owned subsidiary of i-CABLE Communications Limited) and is responsible for the corporate governance and strategy development, ESG compliance, and process optimisation. Ms. Hui now acts as an independent consultant providing advisory and consulting services to start-up companies and social enterprises.
Ms. Hui has been a member of the Hong Kong Institute of Certified Public Accountants since January 1996. She has also been registered as a teacher under Section 45(1) of the Education Ordinance (Chapter 279 of the laws of Hong Kong) and has been included in the Register of Child Care Workers and the Register of Supervisors under Regulation 4(2)(a) of the Child Care Services Regulations since December 2012.
Ms. Hui obtained a bachelor of social science degree in economics from The University of Hong Kong in Hong Kong in December 1992. She also completed the postgraduate diploma in early childhood education and the certification course for kindergarten principals at the Hong Kong Baptist University and the School of Continuing Education of the Hong Kong Baptist University in November 2012 and June 2013, respectively.
Ms. Hui has entered into a letter of appointment with the Company commencing on and with effect from 1 February 2021 for a fixed term of one year and renewable automatically, subject to certain circumstances as stipulated in the said letter of appointment and the provisions of the Articles of Association with regard to retirement by rotation of Directors. Ms. Hui is entitled to a director's fee of RMB216,000 per annum under the said letter of appointment which was determined by the Board after taking into account Ms. Hui's background, experience, qualifications, and also the duties and responsibilities to be taken by her within the Group, with reference to prevailing market rates.
As at the Latest Practicable Date, Ms. Hui:
(1) does not hold any other position in the Company or any of its subsidiaries; and
(2) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
As at the Latest Practicable Date, save as disclosed herein:
(1) Ms. Hui has not held any other directorships of other listed companies in the last three years;
(2) Ms. Hui does not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company; and
(3) there is no information that should be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to Ms. Hui that need to be brought to the attention of the Shareholders.
NOTICE OF ANNUAL GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
越秀服務集團有限公司
YUEXIU SERVICES GROUP LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 06626)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Yuexiu Services Group Limited (the "Company") will be held at Plaza I-IV, Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 18 June 2025 at 10:30 a.m. for the following purposes:
- To receive and adopt the Company's audited consolidated financial statements, the directors' report and the independent auditor's report for the year ended 31 December 2024.
- To declare a final dividend for the year ended 31 December 2024.
- To re-elect directors of the Company (the "Director(s)"):
(a) To re-elect Mr. Jiang Guoxiong as a non-executive Director;
(b) To re-elect Mr. Wang Jianhui as an executive Director;
(c) To re-elect Mr. Zhang Jianguo as a non-executive Director;
(d) To re-elect Mr. Hung Shing Ming as an independent non-executive Director;
(e) To re-elect Ms. Hui Lai Kwan as an independent non-executive Director; and
(f) To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
- To re-appoint Ernst & Young as the auditor of the Company and to authorise the Board to fix their remuneration.
NOTICE OF ANNUAL GENERAL MEETING
To consider and if thought fit, to pass with or without modification the following resolutions as Ordinary Resolutions:
- “THAT:
(a) subject to paragraph (c) below and pursuant to Section 141 of the Companies Ordinance (Chapter 622 of the laws of Hong Kong) (“Companies Ordinance”), a general mandate be and is hereby unconditionally granted to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to allot, issue and deal with new shares in the Company and to grant rights to subscribe for, or to convert any security into, new shares in the Company, at the Annual General Meeting;
(b) the mandate in paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the mandate in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as defined below), or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible participants under such scheme and arrangement of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iii) any scrip dividend or similar arrangement pursuant to the articles of association of the Company from time to time, shall not exceed twenty per cent (20%) of the total number of issued shares (excluding any treasury shares) of the Company at the date of this Resolution (subject to adjustment in the case of subdivision and/or consolidation of shares of the Company); and that this Resolution shall be limited by the applicable rules and requirements of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) as amended from time to time; and
(d) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or by law to be held; and
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
- 21 -
NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of shares of the Company open for a period fixed by the Directors to holders of shares of the Company 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).
6. "THAT:
(a) a general mandate be and is hereby unconditionally granted to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to purchase or otherwise acquire shares of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, provided that the total number of shares so purchased or otherwise acquired shall not exceed ten per cent (10%) of the total number of issued shares (excluding any treasury shares) of the Company at the date of this Resolution (subject to adjustment in the case of subdivision and/or consolidation of shares of the Company); and
(b) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or by law to be held; and
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
- "THAT, conditional upon the passing of Resolutions 5 and 6 set out in the Notice convening this Annual General Meeting, the total number of the shares of the Company which are purchased or otherwise acquired by the Company pursuant to Resolution 6 shall be added to the total number of the shares of the Company which may be allotted and issued pursuant to Resolution 5."
By Order of the Board
Yuexiu Services Group Limited
Yu Tat Fung
Company Secretary
Hong Kong, 27 May 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 13 June 2025 to Wednesday, 18 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the Annual General Meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, 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 Thursday, 12 June 2025.
-
For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Wednesday, 25 June 2025 to Thursday, 26 June 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, 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 Tuesday, 24 June 2025. The final dividend is expected to be paid on or about Tuesday, 8 July 2025 to the shareholders whose name appear on the register of members of the Company on Thursday, 26 June 2025.
-
Any member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or, if he/she holds two or more shares, more person(s) as his/her proxy or proxies to attend and vote instead of him/her. A proxy needs not be a member of the Company. Completion and return of the proxy form will not preclude the members of the Company from attending and voting in person at the Annual General Meeting or any adjourned meeting should they so wish.
-
The proxy form for use at the Annual General Meeting is enclosed with the circular of the Company to its shareholders dated 27 May 2025. The proxy form can also be downloaded from the website of the Company at www.yuexiuservices.com and the website of the Stock Exchange at www.hkexnews.hk. To be valid, the proxy form must be completed, signed and deposited at the share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be).
-
Pursuant to the ordinary resolution passed by the then Shareholders on 12 June 2024, general mandates were given to Directors to buy back shares on the Stock Exchange and to allot, issue and otherwise deal with additional shares in the capital of the Company respectively. Under the provisions of the Companies Ordinance and the Listing Rules these general mandates lapse at the conclusion of the Annual General Meeting, unless renewed at that meeting. The Ordinary Resolutions sought in items 5 and 6 of the above notice renew these mandates.
As at the date of this notice, the board of Directors comprises:
Executive Directors: WANG Jianhui, ZHANG Chenghao and ZHANG Jin
Non-executive Directors: JIANG Guoxiong (Chairman), ZHANG Jianguo and YANG Zhaoxuan
Independent non-executive Directors: HUNG Shing Ming, HUI Lai Kwan and LEUNG Yiu Man