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Yufengchang Holdings Limited Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Yufengchang Holdings Limited (the "Company"), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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 their 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.
裕丰昌控股
YUFENGCHANGHOLDINGS
裕豐昌控股有限公司
YUFENGCHANG HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8631)
PROPOSED CHANGE OF COMPANY NAME
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as defined in this circular, unless the context requires otherwise.
A letter from the Board is set out on pages 3 to 6 of this circular. A notice convening the EGM to be held at UG/F, 172 Wellington Street, Central, Hong Kong at 4:00 p.m. on Thursday, 22 January 2026 is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use by the Shareholders at the EGM or any adjournment thereof (as the case may be) is enclosed with this circular. Such form of proxy is also published on the respective websites of the Stock Exchange at www.hkexnews.hk and the Company at www.skhl.com.hk.
Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office 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 not less than 48 hours before the time appointed for holding the EGM 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 EGM or any adjournment thereof (as the case may be) should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
This circular together with a form of proxy will remain on the website of the Stock Exchange at www.hkexnews.hk for at least 7 days from the date of its posting and on the website of the Company at http://www.skhl.com.hk.
The Chinese translation of this circular is for reference only and, in case of any inconsistency, the English version shall prevail.
2 January 2026
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of the GEM mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on the GEM, there is a risk that securities traded on the GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on the GEM.
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CONTENT
CHARACTERISTICS OF GEM. ... i
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF EGM ... EGM-1
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context requires otherwise:
"Announcement"
the announcement of the Company dated 2 January 2026 in relation to, among others, the Proposed Change in Company Name
"Board"
the board of Directors
"Company"
Yufengchang Holdings Limited (Stock Code: 8631), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM
"Director(s)"
the director(s) of the Company
"EGM"
an extraordinary general meeting of the Company to be held at UG/F, 172 Wellington Street, Central, Hong Kong at 4:00 p.m. on Thursday, 22 January 2026 or any adjournment thereof for the purpose of considering, and if thought fit, approving the Proposed Change of Company Name, notice of which is set out on pages EGM-1 to EGM-3 of this circular
"GEM"
GEM of the Stock Exchange
"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Proposed Change of Company Name"
the proposed change of the name of the Company from "YUFENGCHANG HOLDINGS LIMITED" to "SUN KONG HOLDINGS LIMITED", and to adopt the Chinese name of "申港控股有限公司" as the new dual foreign name of the Company to replace its existing Chinese name "裕豐昌控股有限公司"
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DEFINITIONS
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) with a par value of HK$0.1 each in the share capital of the Company
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
In the event of any inconsistency, the English version of this circular shall prevail over the Chinese version.
LETTER FROM THE BOARD
裕丰昌控股
YUFENGCHANGHOLDINGS
裕豐昌控股有限公司
YUFENGCHANG HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8631)
Executive Directors:
Mr. Law Ming Yik (Chairman)
Mr. Leung Cheuk Wai (Chief Executive Officer)
Independent Non-executive Directors:
Mr. Wong Ka Chun Matthew
Mr. Chan Ting Fung
Ms. Mak Suet Man
Registered Office:
Cricket Square,
Hutchins Drive,
P.O. Box 2681,
Grand Cayman KY1-1111,
Cayman Islands
Head Office and Principal Place of
Business in Hong Kong:
Section C of Lot,
No. 1345 in D.D. 121,
Yuen Long, New Territories,
Hong Kong
2 January 2026
To the Shareholders:
Dear Sir or Madam,
PROPOSED CHANGE OF COMPANY NAME
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
Reference is made to the announcement of the Company dated 2 January 2026 in relation to, among others, the Proposed Change of Company Name.
The purpose of this circular is to provide you with (i) further information on the Proposed Change of Company Name; and (ii) the notice of the EGM.
LETTER FROM THE BOARD
THE PROPOSED CHANGE OF COMPANY NAME
The Board of the Company proposes to change the English name of the Company from “SUN KONG HOLDINGS LIMITED” to “YUFENGCHANG HOLDINGS LIMITED”, and to adopt the Chinese name of “申港控股有限公司” as the new dual foreign name of the Company to replace its existing Chinese name “裕豐昌控股有限公司”.
Conditions of the Proposed Change of Company Name
The Proposed Change of Company Name is subject to the following conditions:
(i) the passing of a special resolution by the Shareholders at the EGM to approve, among others, the Proposed Change of Company Name; and
(ii) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name.
Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of the issue of a certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.
Effects on the Proposed Change of Company Name
The Proposed Change of Company Name will not affect any of the rights of the Shareholders or daily business operation of the Company and its financial position. All existing share certificates in issue bearing existing name of the Company will, after the Proposed Change of Company Name, continue to be evidence of legal title and valid for all purposes (including for the purposes of trading, settlement, registration and delivery).
Accordingly, there will not be any arrangement for the exchange of the share certificates of the Company under its existing name for new share certificates under the new name of the Company. Once the Proposed Change of Company Name becomes effective, share certificates of the Company will be issued in the new name of the Company.
In addition, subject to the confirmation by the Stock Exchange, the Company will change the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange after the Proposed Change of Company Name becomes effective. Subject to the Proposed Change of Company Name becoming effective, the Company will also change its Company logo.
LETTER FROM THE BOARD
Further announcement(s) will be made by the Company to inform the Shareholders of the results of the EGM, the effective date of the Proposed Change of Company Name, the new stock short names of the Company for trading of its shares on the Stock Exchange and other relevant information when appropriate.
Reasons for the Proposed Change of Company Name
As disclosed in the announcement dated 26 November 2025 issued by the Company, Mr. Wang Xinlong, Yufengchang International Holdings Company Limited and Hong Kong Yufengchang Co., Limited ceased to be the controlling shareholders of the Company.
The Board considers that the Proposed Change of Company Name will allow the Company to revert to its original brand identity. This restoration is intended to leverage the Company's established historical brand equity and market recognition, while formally dissociating the Group from the "Yufengchang" name and its associated former management.
In addition, the Board believes that re-adopting the original name will effectively mitigate public confusion arising from recent negative media coverage concerning Shaanxi Yufengchang Chain Catering Management Co., Ltd.* (陕西裕豐昌連鎖餐飲管理有限公司), which the Group maintains no equity interest in, or control over, its operations. For details, please refer to the announcement published by the Company on 2 January 2026.
Accordingly, by returning to its former name, the Company reaffirms its independent legal standing and provides a stable corporate platform for its core business, and the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.
GENERAL
The EGM will be held for the purpose of considering and, if thought fit, approving the special resolution for the Proposed Change of Company Name. The notice convening the EGM to be held at UG/F, 172 Wellington Street, Central, Hong Kong at 4:00 p.m. on Thursday, 22 January 2026 is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use by the Shareholders at the EGM or any adjournment thereof (as the case may be) is enclosed with this circular. Such form of proxy is also published on the respective websites of the Stock Exchange at www.hkexnews.hk and the Company at www.skhl.com.hk.
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LETTER FROM THE BOARD
Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong and in any event not less than 48 hours before the time appointed for holding the EGM 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 EGM or any adjournment thereof (as the case may be) should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except for purely procedural or administrative matters. Accordingly, the proposed resolution will be put to vote by way of poll at the EGM. None of the Shareholders is required to abstain from voting to approve the resolution to be proposed at the EGM.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the entitlement of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 19 January 2026 to Thursday, 22 January 2026 (both days inclusive), during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the EGM, the Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Hong Kong branch share registrar and transfer office 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 Friday, 16 January 2026.
RECOMMENDATION
The Directors consider that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution to be proposed at the EGM.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
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LETTER FROM THE BOARD
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By order of the Board
Yufengchang Holdings Limited
Law Ming Yik
Chairman and Executive Director
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for identification purpose only
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NOTICE OF EGM
裕丰昌控股
YUFENGCHANGHOLDINGS
裕豐昌控股有限公司
YUFENGCHANG HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8631)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Yufengchang Holdings Limited (the “Company”) will be held at 4:00 p.m. on Thursday, 22 January 2026 at UG/F, 172 Wellington Street, Central, Hong Kong (the “EGM”) for the purposes of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:
SPECIAL RESOLUTION
“THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands having been obtained by way of issuing a certificate of incorporation on change of name, the English name of the Company be changed from to “Yufengchang Holdings Limited” to “Sun Kong Holdings Limited” and the dual foreign name in Chinese of the Company be changed from “裕豐昌控股有限公司” to “申港控股有限公司” (the “Proposed Change of Company Name”), and that any one or more of the directors, the company secretary and/or the registered office provider of the Company be and is hereby authorised to do all such acts, deeds and things and execute and deliver, and (where required) to affix the common seal of the Company to, all such documents and make all such arrangements as he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”
Yours faithfully,
By order of the Board
Yufengchang Holdings Limited
Law Ming Yik
Chairman and Executive Director
Hong Kong, 2 January 2026
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NOTICE OF EGM
Notes:
(1) Any member of the Company (the “Member”) entitled to attend and vote at the Meeting or its adjourned meeting (as the case may be) is entitled to appoint one or more proxies (if such member is the holder of two or more shares in the Company) to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the articles of association of the Company. A proxy need not be a Member but must be present in person at the Meeting to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
(2) Where there are joint holders of any shares of the Company, any one of such joint holders may vote at the Meeting or its adjourned meeting, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
(3) A form of proxy for use at the Meeting or its adjourned meeting is enclosed.
(4) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or its adjourned meeting. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the Meeting or its adjourned meeting.
(5) For determining Members’ entitlement to attend and vote at the Meeting, the register of Members will be closed from Monday, 19 January 2026 to Thursday, 22 January 2026 (both dates inclusive), during which period no transfer of shares of the Company will be effected. In order to qualify for attending the forthcoming Meeting, all transfer documents accompanied by the relevant share certificate must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong for registration not later than 4:30 p.m. on Friday, 16 January 2026.
(6) According to Rule 17.47(4) of the GEM Listing Rules, the voting at the meeting or its adjourned meeting will be taken by poll.
(7) If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 8:00 a.m. on the date of the EGM, the EGM will be postponed or adjourned. The Company will post an announcement on the website of Company at www.skhl.com.hk and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the adjourned meeting. The Special General Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Special General Meeting under bad weather condition bearing in mind their own situations.
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NOTICE OF EGM
As at the date of this notice, the executive Directors of the Company are Mr. LAW Ming Yik (Chairman) and Mr. LEUNG Cheuk Wai (Chief Executive Officer); and the independent non-executive Directors of the Company are Mr. WONG Ka Chun Matthew, Mr. CHAN Ting Fung and Ms. MAK Suet Man.
This notice, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.
This notice will remain on the HKExnews website at www.hkexnews.hk for at least 7 days from the date of its posting. This notice will also be published on the Company's website at www.skhl.com.hk.
This notice is prepared in both English and Chinese. In the event of inconsistency, the English text of the notice shall prevail over the Chinese text.
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