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Yunkang Group Limited — Proxy Solicitation & Information Statement 2025
Jun 3, 2025
50524_rns_2025-06-03_9a647912-9a1c-405f-8081-53669000b8d9.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Yunkang Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the 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.
乙康
YUNKANG
Yunkang Group Limited
云康集团有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2325)
(1) PROPOSED GRANTING OF GENERAL MANDATES
TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(3) PROPOSED RE-APPOINTMENT OF AUDITOR;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Yunkang Group Limited to be held on Friday, June 27, 2025 at 10:00 a.m. at No. 9 Yayingshi Road, Science City, Huangpu District, Guangzhou, PRC is set out on pages 19 to 24 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.yunkanghealth.com) respectively.
Whether or not you intend to attend the Annual General Meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, June 25, 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting if you so wish and in such event the form of proxy shall be deemed to be revoked.
References to dates and time in this circular are to Hong Kong dates and time. Where the context so permits or requires in this circular, words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders and vice versa.
June 4, 2025
CONTENT
Page
DEFINITIONS 1
LETTER FROM THE BOARD. 4
INTRODUCTION 4
PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES. 5
PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE NEW SHARES 6
PROPOSED RE-ELECTION OF RETIRING DIRECTORS 6
PROPOSED RE-APPOINTMENT OF AUDITOR 8
ANNUAL GENERAL MEETING 8
PROXY ARRANGEMENT 8
VOTING BY WAY OF POLL 8
RECOMMENDATION. 9
APPENDIX I - EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE 10
APPENDIX II - DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING 15
NOTICE OF ANNUAL GENERAL MEETING 19
DEFINITIONS
In this circular, unless otherwise defined or the context otherwise requires, the following terms or expressions shall have the following meanings:
“2022 RSU Scheme” the 2022 restricted share unit scheme adopted by the Company on November 23, 2022
“Annual General Meeting” the annual general meeting of the Company to be held on Friday, June 27, 2025, at 10:00 a.m. at No. 9 Yayingshi Road, Science City, Huangpu District, Guangzhou, PRC, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 19 to 24 of this circular, or any adjournment thereof
“Articles of Association” the articles of association of the Company currently in force
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of the Company
“Board” the board of Directors of the Company
“Companies Act” the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
“Company” Yunkang Group Limited 云康集团有限公司, an exempted company with limited liability incorporated in the Cayman Islands, the Shares of which were listed on the Main Board of the Stock Exchange (stock code: 2325)
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“Da An Gene” Daan Gene Co., Ltd. (廣州達安基因股份有限公司), a company limited by shares established in the PRC whose shares are listed on the SME Board of the Shenzhen Stock Exchange (stock code: 002030) and one of the controlling shareholders of the Company
“Daan International” Daan International Holdings Limited (達安國際集團有限公司), a company incorporated in Hong Kong with limited liability, a subsidiary of Da An Gene and one of the controlling shareholders of the Company
– 1 –
DEFINITIONS
"Director(s)" the director(s) of the Company
"Group" the Company, its subsidiaries and consolidated affiliated entities
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Issue Mandate" a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution granting such mandate
"Latest Practicable Date" May 28, 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange, as amended or supplemented from time to time
"Main Board" the stock exchange (excluding the options market) operated by the Stock Exchange which is independent from and operating in parallel with GEM of the Stock Exchange
"Nomination Committee" the nomination committee of the Company
"PRC" or "China" the People's Republic of China, but for the purpose of this circular and unless otherwise indicated, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
"Prospectus" the prospectus of the Company dated May 5, 2022
"Remuneration Committee" the remuneration committee of the Company
- 2 -
DEFINITIONS
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution granting such mandate
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended and supplemented from time to time
"Share(s)"
ordinary share(s) of nominal or par value of US$0.000002 each in the issued share capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company
"Shareholder(s)"
holder(s) of the Share(s) from time to time
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission of Hong Kong, as amended from time to time
"treasury Shares"
has the meaning ascribed to it under the Listing Rules
"US$"
United States dollars, the lawful currency of the United States of America
"%"
per cent
- 3 -
LETTER FROM THE BOARD
乙康 YUNKANG
Yunkang Group Limited
云康集团有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2325)
Executive Director:
Mr. Zhang Yong (張勇)
(Chairman of the Board and
Chief Executive Officer)
Non-executive Directors:
Ms. Huang Luo (黃珞)
Dr. Wang Pinghui (王憑慧)
Dr. Wang Ruihua (王瑞華)
Independent Non-executive Directors:
Mr. Yu Shiyou (喻世友)
Mr. Xie Shaohua (謝少華)
Dr. Dong Min (董敏)
Registered Office:
PO Box 31119 Grand Pavilion
Hibiscus Way
802 West Bay Road
Grand Cayman KY1-1205
Cayman Islands
Head Office and Principal Place of Business in the PRC:
No. 9 Yayingshi Road
Science City
Huangpu District
Guangzhou, PRC
Principal Place of Business in Hong Kong:
4/F, Jardine House
1 Connaught Place
Central
Hong Kong
June 4, 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANTING OF GENERAL MANDATES
TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(3) PROPOSED RE-APPOINTMENT OF AUDITOR;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and information in relation to, amongst others, the following resolutions to be proposed at the Annual General Meeting: (i) the granting of the Repurchase Mandate and the Issue Mandate to the Directors; (ii) the re-election of retiring Directors; and (iii) the re-appointment of auditor of the Company.
LETTER FROM THE BOARD
PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
Pursuant to the annual general meeting of the Company held on June 28, 2024, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.
In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a general mandate to the Directors to exercise all powers of the Company to repurchase Shares not exceeding 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution, amounting to 62,125,050 Shares, assuming that no further Shares are issued or bought-back after the Latest Practicable Date and up to the date of Annual General Meeting. As at the Latest Practicable Date, the Company had no treasury Shares.
The Repurchase Mandate will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company unless otherwise renewed by an ordinary resolution of the Shareholders in a general meeting, either unconditionally or subject to conditions; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held pursuant to the applicable laws or the Articles of Association; and (iii) the date on which such an authority is varied or revoked by an ordinary resolution of the Shareholders in a general meeting of the Company.
The Board notes that the Listing Rules have been amended to remove the requirement to cancel repurchased shares and to adopt a framework to govern the resale of treasury shares. In view of the changes to the Listing Rules, if the Company purchases any Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares in treasury will be subject to the ordinary resolution numbered 2 of the notice of Annual General Meeting and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
With reference to the Repurchase Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares pursuant thereto.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution proposed at the Annual General Meeting.
LETTER FROM THE BOARD
PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE NEW SHARES
Pursuant to the annual general meeting of the Company held on June 28, 2024, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.
In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares (including any sale or transfer of treasury Shares out of treasury), an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a general mandate to the Directors to exercise all powers of the Company to allot, issue and/or deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution, amounting to 124,250,100 Shares, assuming that no further Shares are issued or bought-back after the Latest Practicable Date and up to the date of Annual General Meeting. As at the Latest Practicable Date, the Company has no treasury Shares.
In addition, an ordinary resolution to extend the Issue Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the Annual General Meeting.
The Issue Mandate will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company unless, by ordinary resolution passed at that meeting, the Issue Mandate is renewed, either unconditionally or subject to conditions; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held pursuant to the applicable laws or the Articles of Association; or (iii) the date on which it is varied or revoked by an ordinary resolution of the Shareholders passed in a general meeting of the Company.
With reference to the Issue Mandate, the Directors wish to state that they have no immediate plans to issue any new Shares pursuant thereto.
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the Board comprises Mr. Zhang Yong as the chairman of the Board, executive Director and the chief executive officer of the Company, Ms. Huang Luo, Dr. Wang Pinghui and Dr. Wang Ruihua as non-executive Directors, and Mr. Yu Shiyou, Mr. Xie Shaohua and Dr. Dong Min as independent non-executive Directors.
Pursuant to Article 16.19 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Any Director required to stand for re-election pursuant to Article 16.2 shall not be taken into account in determining
LETTER FROM THE BOARD
the number of Directors and which Directors are to retire by rotation. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election thereat. The Company at any annual general meeting at which any Directors retire may fill the vacated office by electing a like number of persons to be Directors.
Accordingly, Dr. Wang Ruihua and Mr. Yu Shiyou shall retire by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election.
Pursuant to Article 16.2 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election at that meeting.
Dr. Dong Min was appointed by the Board as Directors on April 10, 2025. She shall retire at the Annual General Meeting and, being eligible, will offer herself for re-election.
The Nomination Committee has assessed and reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and the Company's corporate strategy. The Nomination Committee has recommended to the Board on re-election of all the above-mentioned Directors. On the re-appointment of, Dr. Wang Ruihua, Mr. Yu Shiyou and Dr. Dong Min, the Nomination Committee considered, and the Board shared the same views, that at all times during their period of directorship with the Company, they have properly discharged their duties and responsibilities and have made positive contribution to the development to the Company through independent, constructive and informed comments and participation at the business and other affairs relating to the Group. In this regard, the Board is satisfied that, Dr. Wang Ruihua, Mr. Yu Shiyou and Dr. Dong Min are persons of integrity and stature and believes that their re-election and continued appointment will allow the Board as well as the Company to continuously benefit from the sharing of their invaluable experience, contribution and participation.
With reference to the qualifications and working experience of Dr. Wang Ruihua, Mr. Yu Shiyou and Dr. Dong Min as set out in Appendix II to this circular, the Board is of the view that they can bring invaluable advice to the Board and contribute to the Board's diversity. Given that each of Mr. Yu Shiyou and Dr. Dong Min has confirmed in writing to the Company of his/her independence with reference to various factors set out in Rule 3.13 of the Listing Rules, the Board is satisfied with their independence and believes they are independent.
Details of the above retiring Directors who are standing for re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.
- 7 -
LETTER FROM THE BOARD
PROPOSED RE-APPOINTMENT OF AUDITOR
Mazars CPA Limited will retire as the external auditors of the Company at the Annual General Meeting and, being eligible, offer themselves for re-appointment.
The Board, upon the recommendation of the Audit Committee, proposed to re-appoint Mazars CPA Limited as the auditor of the Company to hold office until the conclusion of the next annual general meeting.
ANNUAL GENERAL MEETING
The notice of the Annual General Meeting is set out on pages 19 to 24 of this circular.
For determining the eligibility to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, June 24, 2025 to Friday, June 27, 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer of Shares documents, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Monday, June 23, 2025.
PROXY ARRANGEMENT
A form of proxy for use at the Annual General Meeting is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.yunkanghealth.com). Whether or not you intend to attend the Annual General Meeting, you are required to complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, June 25, 2025) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting if you so wish and in such event the form of proxy shall be deemed to be revoked.
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any resolution put to the vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
LETTER FROM THE BOARD
As at the Latest Practicable Date, the holder(s) of the treasury Shares shall abstain from voting on matters that require Shareholders’ approval under the Listing Rules. Save as disclosed therein, none of the Shareholders is required to abstain from voting on any resolutions to be proposed at the AGM pursuant to the Listing Rules and/or the Articles.
RECOMMENDATION
The Directors consider that the above proposed resolutions regarding the granting of the Repurchase Mandate and the Issue Mandate, the re-election of retiring Directors and the re-appointment of auditor are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favor of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
By order of the Board
Yunkang Group Limited
Zhang Yong
Chairman and Executive Director
- 9 -
APPENDIX I
EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the total number of Shares in issue was 621,250,500 Shares. As at the Latest Practicable Date, the Company has no treasury Shares.
Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and before the Annual General Meeting, i.e. being 621,250,500 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 62,125,050 Shares which represent 10% of the total number of Shares (excluding any treasury Shares) in issue as at the date of the Annual General Meeting.
2. REASONS FOR SHARE REPURCHASE
The Directors believe that it is in the best interests of the Company and Shareholders for the Directors to have general authority from the Shareholders to enable the Directors to repurchase the Shares in the market. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such repurchase will benefit the Company and Shareholders as a whole. The number of Shares to be purchased on any occasion and the price and other terms upon which the same are repurchased will be decided at the relevant time, having regard to the circumstances then pertaining.
On the other hand, Shares repurchased by the Company and held as treasury shares may provide more flexibility to the Board to resell the treasury shares on the market prices to raise additional funds for the Company, or transfer or use for Share grants under share schemes that comply with Chapter 17 of the Listing Rules and for other purposes permitted under the Listing Rules, the Articles and the applicable laws of the Cayman Islands.
APPENDIX I
EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
3. FUNDING OF SHARE REPURCHASE
Share repurchase must be funded legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands, being profits of the Company or out of the proceeds of a new issue of the Shares made for the purpose of the repurchase, or, if authorized by the Articles of Association and subject to the Companies Act, out of capital of the Company, and, in the case of any premium payable on the repurchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company before or at the time the Shares are repurchased in the manner provided for in the Companies Act. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange.
4. IMPACT OF SHARE REPURCHASE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements for the year ended December 31, 2024) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
5. EFFECT OF TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, if a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company, it will become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
APPENDIX I
EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following shareholders have beneficial interests representing 5% or more of the issued share capital of the Company within the meaning of Part XV of the SFO:
| Name of Shareholders | Number of Shares held | Approximate percentage interest in the total issued Shares^{(5)} | Approximate percentage interest in the total issued Shares in the event the Repurchase Mandate is exercised in full |
|---|---|---|---|
| YK Development Limited^{(1)} | 250,108,000 | 40.25% | 44.73% |
| Huizekx Limited^{(1)} | 250,108,000 | 40.25% | 44.73% |
| Mr. Zhang Yong^{(1)} | 250,108,000 | 40.25% | 44.73% |
| Mouduans Limited^{(2)} | 250,108,000 | 40.25% | 44.73% |
| Tongfuzc Limited^{(2)} | 250,108,000 | 40.25% | 44.73% |
| WJJR Investment Limited^{(2)} | 250,108,000 | 40.25% | 44.73% |
| Jin Jun Ying Limited^{(2)} | 250,108,000 | 40.25% | 44.73% |
| Source Capital RW Limited^{(2)} | 250,108,000 | 40.25% | 44.73% |
| Daan International^{(3)} | 209,783,000 | 33.76% | 37.51% |
| Guangzhou Daan Gene Technology Co., Ltd^{(3)} | 209,783,000 | 33.76% | 37.51% |
| Da An Gene^{(3)} | 209,783,000 | 33.76% | 37.51% |
| Shanghai Pudong Development Bank Co., Ltd^{(4)} | 181,108,000 | 29.15% | 32.39% |
| SPDB International Holdings Limited^{(4)} | 120,493,220 | 19.39% | 21.55% |
| SPDB International (Hong Kong) Limited^{(4)} | 120,493,220 | 19.39% | 21.55% |
| SPBD Guangzhou Wuyang Branch^{(4)} | 60,614,780 | 9.75% | 10.84% |
| Kastle Limited^{(5)} | 35,905,846 | 5.78% | 6.42% |
| YK Innovation Limited^{(5)} | 35,905,846 | 5.78% | 6.42% |
Notes:
(1) As at the Latest Practicable Date, YK Development Limited is held as to 64.04% and controlled by Huizekx Limited, which is wholly-owned by Mr. Zhang Yong. Therefore, Huizekx Limited and Mr. Zhang Yong are deemed to be interested in the Shares held by YK Development Limited under the SFO.
(2) As at the Latest Practicable Date, YK Development Limited is held as to approximately 64.04%, 23.47%, 6.95%, 3.04%, 0.50% and 2.00%, by Huizekx Limited, Mouduans Limited, Tongfuzc Limited, WJJR Investment Limited, Jin Jun Ying Limited and Source Capital RW Limited, respectively. Pursuant to Chapter 1.1C of the Guide for New Listing Applicants, Huizekx Limited, Mouduans Limited, Tongfuzc Limited, WJJR Investment Limited, Jin Jun Ying Limited, Source Capital RW Limited, YK Development Limited and Mr. Zhang Yong are a group of Controlling Shareholders of the Company.
APPENDIX I
EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
(3) Daan International is wholly-owned by Guangzhou Daan Gene Technology Co., Ltd (廣州市達安基因科技有限公司) (“Guangzhou Daan Gene Technology”), a company wholly-owned by Da An Gene. Therefore, Guangzhou Daan Gene Technology and Da An Gene is deemed to be interested in the Shares held by Daan International under the SFO.
(4) SPDB International (Hong Kong) Limited is directly wholly owned by SPDB International Holdings Limited, which in turn is wholly owned by Shanghai Pudong Development Bank Co., Ltd. SPBD Guangzhou Wuyang Branch is ultimately wholly owned by Shanghai Pudong Development Bank Co., Ltd. Therefore, Shanghai Pudong Development Bank Co., Ltd is deemed to be interested in the interests held by SPDB International (Hong Kong) Limited and SPBD Guangzhou Wuyang Branch. As at the Latest Practicable Date, YK Development Limited had pledged a total of 205,908,000 Shares, including (1) 145,293,220 Shares pledged to China Construction Bank (Asia) Corporation Limited in favor of SPDB International (Hong Kong) Limited; and (2) 60,614,780 Shares pledged directly to SPDB Guangzhou Wuyang Branch.
(5) YK Innovation Limited is directly wholly owned by Kastle Limited. Kastle Limited is the trustee (which is independent and not a connected person of the Company) appointed by the Company for the administration of the 2022 RSU Scheme. Kastle Limited is therefore interested in the Shares held by YK Innovation Limited, the platform holding underlying Shares for the 2022 RSU Scheme.
(6) The calculation is based on the total number of 621,250,500 Shares in issue as at the Latest Practicable Date.
In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the shareholding of the above-mentioned parties in the Company would be increased as set out above. The Directors consider that such increase in shareholding would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
6. GENERAL
None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates currently intends to sell any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.
The Directors confirmed that they will exercise their power to repurchase any Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and applicable laws of the Cayman Islands.
As at the Latest Practicable Date, no core connected person (as defined in the Listing rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the proposed Repurchase Mandate is approved by the Shareholders.
APPENDIX I
EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
The Directors confirmed that the explanatory statement set out in this Appendix contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the Repurchase Mandate has any unusual features.
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
7. SHARE REPURCHASE MADE BY THE COMPANY
The Company had not repurchased any Shares on the Stock Exchange during the previous six months preceding the Latest Practicable Date.
8. SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the 12 months prior to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| May | 11.12 | 10.66 |
| June | 11.00 | 10.30 |
| July | 10.72 | 8.70 |
| August | 9.50 | 7.80 |
| September | 10.60 | 7.87 |
| October | 10.00 | 8.38 |
| November | 8.86 | 6.16 |
| December | 8.80 | 6.00 |
| 2025 | | |
| January | 8.80 | 4.99 |
| February | 5.50 | 4.56 |
| March | 5.00 | 2.10 |
| April | 3.60 | 2.70 |
| May (up to the Latest Practicable Date) | 3.99 | 2.60 |
APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
DIRECTORS STANDING FOR RE-ELECTION
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
1. Dr. Wang Ruihua (王瑞華)
Position and Experience
Dr. Wang Ruihua (王瑞華) (“Dr. Wang”), aged 63, was appointed as the Company’s non-executive Director on July 11, 2022. Dr. Wang is primarily responsible for overseeing the management and strategic development of the Group.
Dr. Wang served as a director of MBA Education Center of Central University of Finance and Economics (中央財經大學MBA教育中心) from July 2006 to September 2019, and served as the president of Business School of Central University of Finance and Economics (中央財經大學商學院) from December 2012 to September 2019. Since September 2020, Dr. Wang has been serving as the executive president and a professor of the Central University of Finance and Economics, Greater Bay Area Research Institute (中央財經大學粵港澳大灣區(黃埔)研究院).
Dr. Wang has over 10 years of experience as director of listed companies. From March 2011 to June 2017 and from September 2019 to January 2025, Dr. Wang served as an independent director of Anhui Gujing Distillery Company Limited (安徽古井貢酒股份有限公司), the shares of which are listed on the Shenzhen Stock Exchange (stock code: 000596). From March 2020 to September 2022, he served as an independent director of BCEG Environmental Remediation Co., Ltd. (北京建工環境修復股份有限公司), the shares of which are listed on the Shenzhen Stock Exchange (stock code: 300958). Since December 2019, Dr. Wang has been serving as an independent director of Bank of Beijing Co., Ltd. (北京銀行股份有限公司), the shares of which are listed on the Shanghai Stock Exchange (stock code: 601169). Since May 2024, Dr. Wang has been serving as an independent director of China Meheco Group Co., Ltd. (中國醫藥健康產業股份有限公司), the shares of which are listed on the Shanghai Stock Exchange (stock code: 600056).
Dr. Wang obtained his PRC certified public accountant certificate from the Chinese Institute of Certified Public Accountants (中國註冊會計師協會) in September 1996.
In July 1983 and July 1987, Dr. Wang obtained his bachelor’s and master’s degrees in economics from Central Institute of Finance and Banking (中央財政金融學院) (currently known as Central University of Finance and Economics (中央財經大學)), respectively. In July 2003, Dr. Wang obtained his doctoral degree of management from Central University of Finance and Economics.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Length of Service
Dr. Wang entered into an appointment letter with the Company for a term of three years commencing from July 11, 2022 (subject always to re-election as and when required under the Articles of Association) until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three month’s prior notice in writing.
Remuneration
The salary and director’s fee of Dr. Wang was HK$250,000 per annum, which was determined by the remuneration committee of the Company and the Board with reference to his background, experience, qualifications, duties and responsibilities with the Company and the prevailing market condition.
2. Mr. Yu Shiyou (喻世友)
Position and Experience
Mr. Yu Shiyou (喻世友) (“Mr. Yu”), aged 69, was appointed as the Company’s independent non-executive Director on April 1, 2022. He is primarily responsible for supervising and providing independent judgement to the Board.
Mr. Yu started to work at Lingnan (University) College of Sun Yat-sen University (中山大學嶺南(大學)學院) since June 1995 and was promoted as vice principal of Sun Yat-sen University (中山大學) in January 2009. He served as the principal of Nanfang College of Sun Yat-sen University (中山大學南方學院) from February 2013 to January 2024. From February 2018 to February 2024, Mr. Yu served as the independent non-executive Director of CSSC Offshore & Marine Engineering (Group) Company Limited (中船海洋與防務裝備股份有限公司), the shares of which are listed on the Shanghai Stock Exchange (stock code: 600685) and the Stock Exchange (stock code: 00317).
Mr. Yu obtained his bachelor’s degree in philosophy and his master’s degree in economics from Huazhong University of Science and Technology (華中理工大學) (previously known as Huazhong College of Science and Technology (華中工學院)) in the PRC in January 1982 and July 1987, respectively.
Length of Service
Mr. Yu entered into an appointment letter with the Company on April 1, 2022 for an initial term of three years commencing from April 1, 2022, which has been renewed for another term of three years from April 1, 2025 (subject always to re-election as and when required under the Articles of Association), until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three months’ prior notice in writing.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Remuneration
The remuneration of Mr. Yu was HK$250,000 per annum, which was determined by the remuneration committee of the Company and the Board with reference to his background, experience, qualifications, duties and responsibilities with the Company and the prevailing market condition.
3. Dr. Dong Min (董敏)
Position and Experience
Dr. Dong Min (董敏) (“Dr. Dong”), aged 56, was appointed as the Company’s independent non-executive Director on April 10, 2025. She is primarily responsible for supervising and providing independent judgement to the Board.
Dr. Dong is the founder and the current chief executive officer of Bo’an Shining Biotechnology (Shanghai) Co., Ltd. (博安世寧生物技術(上海)有限公司). Dr. Dong Min has been appointed as an independent non-executive Director with effect from April 10, 2025. Dr. Dong Min has rich experience in technological research and product development in the field of biomedicine. From August 2006 to February 2011, she worked at Novartis International AG as a senior scientist in its preclinical drug safety department. From March 2011 to October 2015, she held the position of director of global clinical development in the oncology translational medicine department of Novartis (China Shanghai) Biomedical Research Co., Ltd. (諾華(中國上海)生物醫學研究有限公司). From November 2015 to December 2016, she served as the chief scientist of the Group. From February 2017 to July 2018, she served as the senior vice president responsible for clinical development and regulatory affairs at EOC Pharma Co., Ltd. (億騰景昂藥業股份有限公司). From July 2018 to July 2021, she was the executive vice president responsible for global clinical development and regulatory affairs and the deputy general manager for Greater China at Clover Biopharmaceuticals Co., Ltd. (三葉草生物製藥有限公司). Between August 2021 and January 2023, she founded and served as the chief executive officer of SQZ Biotech (Shanghai) Co., Ltd. (斯摩夫生物科技(上海)有限公司).
In July 1991, Dr. Dong Min obtained her bachelor’s degree from Beijing Medical University (北京醫科大學) (currently known as Peking University Health Science Center (北京大學醫學部)). In July 1999, Dr. Dong Min obtained her master’s degree from Tsinghua University (清華大學). In September 2004, she obtained her Ph.D. degree from Massachusetts Institute of Technology (麻省理工學院) in the United States.
APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Length of Service
Dr. Dong entered into an appointment letter with the Company for a term of three years commencing from April 10, 2025 (subject always to re-election as and when required under the Articles of Association) until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three month’s prior notice in writing.
Remuneration
The remuneration of Dr. Dong was HK$250,000 per annum, which was determined by the remuneration committee of the Company and the Board with reference to her background, experience, qualifications, duties and responsibilities with the Company and the prevailing market condition.
DIRECTOR’S INTEREST
To the best knowledge of the Company, saved as disclosed above, each of the Directors who stand for re-election (i) does not hold any positions in the Company or other members of the Group, (ii) does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, (iii) does not have any relationship with any other Director, senior management, substantial shareholder or Controlling Shareholder of the Company, (iv) does not have any interest in the securities within the meaning of Part XV of the SFO, and (v) has no information to disclose pursuant to any of the requirements of Rule 13.51(2)(h) – 13.51(2)(v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
乙康 YUNKANG
Yunkang Group Limited
云康集团有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2325)
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Yunkang Group Limited (the "Company") will be held on Friday, June 27, 2025 at 10:00 a.m. at No. 9 Yayingshi Road, Science City, Huangpu District, Guangzhou, the People's Republic of China, physically for the following purposes:
ORDINARY RESOLUTIONS
-
To consider and receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and the auditors for the year ended December 31, 2024.
-
To consider as special business and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:
"THAT:
(i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange in accordance with all applicable laws including The Codes on Takeovers and Mergers and Share Buy-backs and The Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), be and is hereby generally and unconditionally approved;
(ii) the aggregate number of Shares, which may be repurchased pursuant to the approval in paragraph (i) above during the Relevant Period shall not exceed 10% of the total number of issued Shares of the Company (excluding any treasury Shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(iii) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company unless otherwise renewed by an ordinary resolution of the shareholders of the Company in a general meeting, either unconditionally or subject to conditions;
(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or
(c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.”
- To consider as special business and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:
“THAT:
(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional Shares (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Listing Rules coming into effect on June 11, 2024) out of treasury) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options (including bonds, warrants and debentures exchangeable or convertible into Shares) and rights of exchange or conversion which may require the exercise of such power after the end of the Relevant Period;
NOTICE OF ANNUAL GENERAL MEETING
(iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to paragraph (i) or (ii) of this resolution above, otherwise than pursuant to:
(a) a Rights Issue (as hereinafter defined);
(b) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;
(c) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or
(d) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares,
shall not exceed 20% of the total number of issued shares of the Company (excluding any treasury Shares) as at the date of passing this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution) and the said approval shall be limited accordingly.
(iv) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company unless, by an ordinary resolution passed at that meeting, the authority given under this resolution is renewed, either unconditionally or subject to conditions; or
(2) the expiration of the period within which the next annual general meeting of the Company is required to be held pursuant to the applicable laws or the Articles of Association; or
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NOTICE OF ANNUAL GENERAL MEETING
(3) the date on which such authority given under this resolution is varied or revoked by an ordinary resolution of the shareholders in a general meeting of the Company.
"Rights Issue" means an offer of Shares, or an offer or issue of warrants, options or other securities which carry a right to subscribe for Shares, open for a period fixed by the directors of the Company (the "Directors") to holders of Shares whose names appear on the register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognized regulatory body or any stock exchange applicable to the Company).
- To consider as special business and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:
"THAT conditional upon the passing of the resolutions numbered 2 and 3 set out in the notice convening this meeting, the general mandate referred to in the resolution numbered 3 set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of Shares which may be allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (including any sale or transfer of treasury Shares out of treasury) by the Directors pursuant to such general mandate of an amount representing the aggregate number of Shares repurchased by the Company pursuant to the general mandate pursuant to resolution numbered 2 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury Shares) as at the date of passing this resolution."
- To re-elect the following Directors, each as a separate resolution:
(i) To re-elect Dr. Wang Ruihua as a non-executive Director;
(ii) To re-elect Mr. Yu Shiyou as an independent non-executive Director; and
(iii) To re-elect Dr. Dong Min as an independent non-executive Director.
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NOTICE OF ANNUAL GENERAL MEETING
-
To authorize the board of Directors (the “Board”) to fix the remuneration of the Directors.
-
To re-appoint Mazars CPA Limited as auditors of the Company and authorize the Board to fix their remuneration.
By order of the Board
Yunkang Group Limited
Mr. Zhang Yong
Chairman, Executive Director
and chief executive officer
Guangzhou, the PRC, June 4, 2025
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
(i) For the purpose of determining the identity of the Shareholders entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, June 24, 2025 to Friday, June 27, 2025, both days inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, June 23, 2025.
(ii) A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one or, if he/she/it is the holder of two or more shares, more proxies to attend and vote instead of him/her/it. A proxy need not be a Shareholder. Holders of treasury Shares of the Company, if any, shall abstain from voting at the meeting in connection to such treasury Shares.
(iii) In the case of joint holders of any Share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
(iv) In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, June 25, 2025). The completion and delivery of the form of proxy shall not preclude the Shareholders from attending and voting in person at the Annual General Meeting (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.
(v) All resolutions at the Annual General Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
(vi) In respect of the ordinary resolutions numbered 2, 3 and 4, the Directors wish to state that they have no immediate plans to repurchase any existing Shares or issue any new Shares.
(vii) Shareholders attending the Annual General Meeting in person or by proxy shall bear their own travelling and accommodation expenses, and shall produce their identity documents.
(viii) References to dates and time in this notice are to Hong Kong dates and time.
(ix) The English text of this notice shall prevail over the Chinese text for the purpose of interpretation.
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