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Zhejiang Expressway Co., Ltd. — Proxy Solicitation & Information Statement 2025
Apr 23, 2025
49310_rns_2025-04-23_73309ade-f7e8-418a-bcd0-28ce6e155fcf.pdf
Proxy Solicitation & Information Statement
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.
If you have sold or transferred all your shares in Tingyi (Cayman Islands) Holding Corp., you should at once hand this document and the accompanying form of proxy to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or to the transferee.
If you are in any doubt as to any aspect of this document or as to any action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.
康師傅控股
TINGYI (CAYMAN ISLANDS) HOLDING CORP.
康師傅控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 0322)
PROPOSALS FOR GENERAL MANDATE
TO BUY BACK SHARES,
RE-ELECTION AND ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Tingyi (Cayman Islands) Holding Corp. to be held at the Conference Room, No. 1688 Wuzhong Road, Minhang District, Shanghai, the People's Republic of China on Thursday, 5 June 2025 at 9:00 a.m. is set out on pages 15 to 17 of this document.
Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's Principal Place of Business in Hong Kong at Suite 5607, 56th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong or the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17th floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish.
- For identification purpose only
23 April 2025
DEFINITIONS
In this document, the following expressions have the following meanings, unless the context requires otherwise:
"Annual General Meeting"
the annual general meeting of the Company to be held on 5 June 2025 at 9:00 a.m. or any adjournment thereof, the notice of which is set out on pages 15 to 17 of this document
"Articles"
the articles of association of the Company
"Board" or "Directors"
the board of Directors of the Company, or where the context so admits, the directors of the Company
"Company"
Tingyi (Cayman Islands) Holding Corp., a company incorporated in the Cayman Islands with limited liability, the securities of which are listed on the Main Board of the Stock Exchange
"Group"
the Company and its subsidiaries
"Latest Practicable Date"
14 April 2025, being the latest practicable date prior to the printing of this document for ascertaining certain information referred to in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Registrar"
the Company's branch share registrar in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong
"Sanyo"
Sanyo Foods Co., Ltd., a company incorporated in Japan with limited liability
"SFO"
the Securities and Futures Ordinance (Chapter 571, of the Laws of Hong Kong) as amended from time to time)
"Share(s)"
share(s) of US$0.005 each in the share capital of the Company
"Share Buy-back Mandate"
a general and unconditional mandate to exercise all powers of the Company to buy back Shares during the period as set out in the Share Buy-back Resolution up to a maximum of 10 per cent of the total number of shares of the Company in issue as at the date of the Share Buy-back Resolution
"Share Buy-back Resolution"
the proposed ordinary resolution as referred to in resolution number 9 of the notice of Annual General Meeting
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| DEFINITIONS | |
|---|---|
| “Shareholders” | holders of Shares |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Hong Kong Code on Takeovers and Mergers |
| “Ting Hsin” | Ting Hsin (Cayman Islands) Holding Corp., a company incorporated in the Cayman Islands with limited liability |
LETTER FROM THE BOARD
康師傅控股
TINGYI (CAYMAN ISLANDS) HOLDING CORP.
康師傅控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 0322)
Executive Directors:
Mr. Wei Hong-Ming (Chairman)
Mr. Junichiro Ida (Vice-Chairman)
Mr. Wei Hong-Chen
Mr. Koji Shinohara
Mr. Yuko Takahashi
Ms. Tseng Chien
Independent Non-executive Directors:
Mr. Hsu Shin-Chun
Mr. Lee Tiong-Hock
Mr. Masaya Tochio
Hong Kong Office:
Suite 5607 56th Floor
Central Plaza
18 Harbour Road Wanchai
Hong Kong
To the shareholders of the Company
Dear Sir or Madam,
PROPOSALS FOR GENERAL MANDATE
TO BUY BACK SHARES,
RE-ELECTION AND ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
It is proposed that at the Annual General Meeting of Tingyi (Cayman Islands) Holding Corp. to be held on Thursday, 5 June 2025, the notice of which is set out on pages 15 to 17 of this document, resolutions will be proposed to grant to the Directors general mandates to buy back shares of US$0.005 each in the capital of the Company, to approve the re-election of directors, and to approve the election of a new director.
LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
1. To attend and vote at the annual general meeting
The register of members of the Company will be closed from 2 June 2025 to 5 June 2025 (both dates inclusive). In order to determine the identity of the shareholders who are entitled to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17th floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 30 May 2025.
2. To qualify for the final dividends and special final dividends
The Board has recommended the payment of a final dividend of RMB 33.14 cents per ordinary share of the Company and a special final dividend of RMB 33.14 cents per ordinary share of the Company in respect of the year ended 31 December 2024. Subject to the approval of shareholders at the forth coming Annual General Meeting to be held on Thursday, 5 June 2025, the final dividend and the special final dividend will be paid on or about 9 July 2025. Shareholders registered under the Hong Kong branch register of members on 16 June 2025 will receive their dividends in Hong Kong dollars. The Hong Kong dollars final dividend and special final dividend will be based on the exchange rate of Renminbi against Hong Kong dollars to be determined on 5 June 2025, being the date of the Annual General Meeting on which the final dividend and the special final dividend will be proposed to the shareholders of the Company for approval.
The register of members of the Company will be closed from 13 June 2025 to 17 June 2025 (both dates inclusive). In order to determine the identity of the shareholders who are entitled to qualify for the final dividends and special final dividends, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17th floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 12 June 2025.
GENERAL MANDATE TO BUY BACK SHARES
At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be granted the Share Buy-back Mandate to buy back Shares not exceeding 10% of the total number of shares of the Company in issue as at the date of the Share Buy-back Resolution.
The Share Buy-back Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or until revoked or varied by ordinary resolution of the shareholders in general meeting prior to the next annual general meeting.
An explanatory statement which contains all the information reasonably necessary to enable you to make an informed decision in relation to the proposed resolution regarding the Share Buy-back Mandate as required by the Listing Rules is set out in Appendix I to this document.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS AND ELECTION OF NEW DIRECTOR
Pursuant to Article 99 of the Articles, at each annual general meeting one-third of the Directors for the time being or, if their number is not 3 or a multiple of 3, the number nearest to one-third will retire from the office. The retiring Directors will be eligible for re-election. Accordingly, Mr. Yuko Takahashi, Ms. Tseng Chien, Mr. Hsu Shin-Chun and Mr. Lee Tiong-Hock will retire at the Annual General Meeting, of which Mr. Yuko Takahashi, Ms. Tseng Chien and Mr. Hsu Shin-Chun will stand as eligible candidates for re-election of directors, while Mr. Lee Tiong-Hock will not stand for re-election of directors and will retire at the end of the Annual General Meeting.
According to code provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules, if an independent non-executive director serves more than nine years, any further appointment of such independent non-executive director should be subject to a separate resolution to be approved by the shareholders.
As Mr. Hsu Shin-Chun has served as an Independent Non-executive Director for more than nine years, his re-election will be approved by the shareholders by way of a separate resolution. Mr. Hsu has not been engaged in any executive or day-to-day management of the Group. The Company has received from Mr. Hsu a confirmation of independence according to Rule 3.13 of the Listing Rules. The Board considers that Mr. Hsu, as an independent non-executive director, has a thorough understanding of the Company's business operation, that Mr. Hsu has expressed objective views and given independent guidance to the Company over the years, and that he is firmly committed to discharging his duties and responsibilities for the interests and benefits of the Company. The Board is of the view that Mr. Hsu's long service will not affect his independent judgment. Taking into consideration the independent scope of his work, the Board considers Mr. Hsu to be independent under the Listing Rules despite the fact that he has served the Company for more than nine years, and is satisfied that he has the necessary integrity, honesty and experience to continue in his role as an independent non-executive director. The Board believes that Mr. Hsu's continued tenure will bring stability to the Board and the Board will benefit greatly from the experience of Mr. Hsu, who has over time gained valuable insight into the operation of the Group. Therefore, a separate resolution will be proposed for Mr. Hsu's re-election at the Annual General Meeting.
Pursuant to Article 88 of the Articles, the Shareholders may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. The Remuneration and Nomination Committee of the Company has proposed to appoint Mr. Man Mo Leung as an independent non-executive Director to fill the vacancy left by the retirement of Mr. Lee Tiong-Hock.
The Company has received from Mr. Man a confirmation of independence according to Rule 3.13 of the Listing Rules. The Remuneration and Nomination Committee, having taken into account the experience, knowledge and professionalism of Mr. Man, and the structure, size, and composition of the Board with reference to the nomination policy and board diversity policy of the Company, considered that Mr. Man will be able to bring efficiency and effectiveness to the Board and to promoting diversity in Board membership. The Remuneration and Nomination Committee consider Mr. Man to be independent pursuant to the criteria of independence under Rule 3.13 of the Listing Rules. Following the recommendation of the Remuneration and Nomination Committee, the Board has resolved to propose the election of Mr. Man as an independent non-executive Director at the Annual General Meeting.
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LETTER FROM THE BOARD
Subject to Mr. Man's appointment as an independent non-executive Director, Mr. Man will be appointed as a member of the Audit Committee of the Company and a member of the Remuneration and Nomination Committee of the Company.
Details of the retiring Directors proposed to be re-elected at the Annual General Meeting and the new Director proposed to be elected at the Annual General Meeting are set out in Appendix II to this document.
ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting, which contains, inter alia, ordinary resolutions to approve the Share Buy-back Mandate, is set out on pages 15 to 17 of this document. Shareholders are advised to read the notice and to complete and return the accompanying form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon.
Voting by way of poll
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the Annual General Meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the 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.
RECOMMENDATION
The Directors consider that the granting of the general mandate to buy back Shares, the re-election of the retiring Directors and the election of Director are all in the best interest of the Company and its Shareholders and so recommend you to vote in favour of the resolutions at the Annual General Meeting.
Yours faithfully,
For and On behalf of the Board of
Tingyi (Cayman Islands) Holding Corp.
Wei Hong-Ming
Chairman
23 April 2025
APPENDIX I
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the proposed Share Buy-back Mandate.
- Listing Rules
The Listing Rules permit companies with a primary listing on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
(a) Source of Funds
Buy back must be made out of funds which are legally available for such purpose in accordance with the laws of the Cayman Islands and the Articles of the company.
(b) Maximum number of shares to be repurchased and subsequent issues
A maximum of 10% of the total number of shares of the company in issue as at the date of passing the relevant resolution granting the general mandate may be bought back on the Stock Exchange.
(c) Shares to be bought back
The Listing Rules provide that the shares which are proposed to be bought back by a company must be fully paid up.
- Number of Shares
As at 14 April 2025, being the Latest Practicable Date, the Company had 5,635,986,360 Shares in issue.
Subject to the passing of the ordinary resolution to approve the Share Buy-back Mandate, and on the basis that there is no change to the number of issued shares of the Company prior to the Annual General Meeting, the Company would be allowed under the Share Buy-back Mandate to buy back a maximum of 563,598,636 fully paid up Shares, representing 10% of the total number of shares of the Company in issue.
- Reasons for the Buy back
Whilst the Directors do not presently intend to buy back any Shares, they believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to buy back Shares. Such buy back may, depending on market conditions and funding arrangements at the time, lead to an enhancement in the value of the Shares and/or earnings per share and will only be made when the Directors believe that such buy back will benefit the Company and its Shareholders.
APPENDIX I
EXPLANATORY STATEMENT
4. Funding of Buyback
In buying back Shares, the Company may only apply its available cash flow or working capital facilities which will be funds legally available for such purpose in accordance with the laws of the Cayman Islands and the Articles of the Company. Such funds include profits available for distribution and the proceeds of fresh issues of Shares made for the purpose of the buy back.
If the Share Buy-back Mandate were exercised in full, there could be a material adverse effect on the working capital position of the Group or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Group (as compared with the position disclosed in the audited consolidated accounts as at 31 December 2024). The Directors therefore do not propose to exercise the Share Buy-back Mandate to such an extent unless the Directors determined that such buy back, after taking account of all relevant factors applicable to the Group, is in the best interests of the Group.
5. Share Prices
The highest and lowest prices at which Shares have been traded on the Stock Exchange during each of the months from May 2024 to the Latest Practicable Date were as follows:
| Price per share | ||
|---|---|---|
| Highest (HK$) | Lowest (HK$) | |
| 2024 | ||
| May | 10.70 | 8.57 |
| June | 10.18 | 8.99 |
| July | 10.60 | 9.10 |
| August | 10.80 | 8.81 |
| September | 11.48 | 10.10 |
| October | 12.50 | 10.92 |
| November | 11.78 | 9.68 |
| December | 10.68 | 9.62 |
| 2025 | ||
| January | 11.86 | 9.79 |
| February | 12.22 | 11.18 |
| March | 13.50 | 11.42 |
| April# | 13.60 | 11.72 |
Up to and including the Latest Practicable Date.
APPENDIX I
EXPLANATORY STATEMENT
6. Undertaking
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 or its subsidiaries under the Share Buy-back Mandate if such Share Buy-back Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, they will exercise the Share Buy-back Mandate in accordance with the Listing Rules and the laws of the Cayman Islands.
No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or have undertaken not to do so in the event that the Share Buy-back Mandate is approved by the Shareholders.
7. Takeovers Code
If as a result of a share buyback by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.41% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 51.925% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.240% by Rich Cheer Holdings Limited (“Rich Cheer”), as to approximately 17.835% by Rich Gold Capital Inc. (“Rich Gold”). Ho Te and Rich Cheer are owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions.
Rich Gold is wholly owned by Tingho Capital Holding Co., Ltd., which is owned by Profit Surplus 3 Holdings Limited (“Profit Surplus 3”). Profit Surplus 3 is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions.
Lion Trust (Singapore) Limited is the trustee of each of the discretionary trusts mentioned above.
In addition, Sanyo also held 1,882,927,866 Shares, representing approximately 33.41% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 563,598,636 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.41% to 37.12%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and Sanyo becoming obliged to make a mandatory offer.
APPENDIX I
EXPLANATORY STATEMENT
8. Share Buy-back made by the Company
During the previous six months preceding the Latest Practicable Date, the Company did not buy back any Shares through the Stock Exchange or otherwise. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
The particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting are as follows:
(1) Mr. Yuko Takahashi, aged 62, Executive Director
Mr. Yuko Takahashi, was appointed as an Executive Director of the Group on 9 August 2019. Mr. Takahashi joined Sanyo Foods Co., Ltd. in 2015 and is the executive director, Head of Overseas Business Division and President of Sanyo Foods Corp. of America. After graduating from Tohoku University, he worked with Ajinomoto Co., Inc. from April 1986 to August 2015 and served in various positions in its Overseas Business Division, including as Marketing Director of Ajinomoto Co., (Thailand) Ltd., President of Ajinomoto Poland Sp z o.o., and Corporate Planning Director of the Europe and Africa Division. He has more than 30 years of working experience in the global food industry.
Mr. Takahashi has not entered into a service agreement with the Company and there is no fixed term of his service, except his appointment being subject to the rotation and re-election requirement in accordance with the Articles of the Company. In the financial year ended 31 December 2024, Mr. Takahashi received total emolument of RMB590,664 which included director's fee, salary and other emolument and discretionary bonus. The emoluments payable to Mr. Takahashi is subject to review by the Board each year. The emoluments of Mr. Takahashi were determined by reference to his duties and responsibilities within the Group.
Mr. Takahashi is currently the executive director, Head of Overseas Business Division and President of Sanyo Foods Corp. of America, and together with the Vice Chairman of the Board, Mr. Junichiro Ida, the Executive Director of the Company, Mr. Koji Shinohara, are considered related to Sanyo Foods Co., Ltd., a substantial shareholder of the Company. Save as disclosed above, Mr. Takahashi is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. Mr. Takahashi does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Mr. Takahashi has not held directorship or major appointment in any other public listed companies in the past three years. In addition, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no any other matters that need to be brought to the attention of Shareholders.
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
(2) Ms. Tseng Chien, aged 65, Executive Director
Ms. Tseng Chien, has been appointed as an Executive Director of the Group since 31 December 2019. She graduated from the Department of Economics at Soochow University in Taiwan and joined the Group in August 1996. She has served as the Head of Accounting Department of the Group's headquarters, Head of Finance and Accounting Department of the Instant Noodle Business, Head of Finance and Accounting Department of the Beverage Business, Chief Financial Officer of the Group's Beverage Business and Chief Financial Officer of Ho Te, one of the main shareholders of the Group. While she was serving in the Group, Ms. Tseng has successfully introduced the computerized SAP to the Beverage Business in 2003 and formulated SOP operation guidelines for various functions of finance and accounting as well as internal control. Later, she participated in the cooperation with international partners Asahi and PepsiCo in 2004 and 2013, respectively.
Ms. Tseng has not entered into a service agreement with the Company and there is no fixed term for her service, except her appointment being subject to the rotation and re-election requirement in accordance with the Articles of the Company. For the financial year ended 31 December 2024, Ms. Tseng received total emolument of RMB1,199,591 which included director's fee, salary and other emolument and discretionary bonus. The emoluments payable to Ms. Tseng is subject to review by the Board each year. The emoluments of Ms. Tseng were determined by reference to her duties and responsibilities within the Group.
Ms. Tseng (i) is not connected with any other directors, senior management, substantial or controlling shareholders of the Company; and (ii) does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Ms. Tseng has not held directorship or major appointment in any other public listed companies in the past three years. In addition, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no any other matters that need to be brought to the attention of Shareholders.
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
(3) Mr. Hsu, Shin-Chun, aged 67, Independent Non-executive Director
Mr. Hsu, Shin-Chun, as appointed as an Independent Non-executive Director of the Group in October 1999. He received a bachelor's degree in Business Administration and EMBA degree from National Taiwan University in 1979 and 2006 respectively. From 2002 to 2012, he served as the chief financial officer of Inventec Corporation, a listed company in Taiwan, and from 2011 to 2017, he served as the chairman of the board of directors of E-Ton Solar Tech Co., Ltd. He has also served as director or supervisor of several Taiwanese companies (including listed companies) since 2000. He has more than 17 years working experience in the financial industry and has comprehensive knowledge in securities investments, corporate finance and financial engineering. He is also a Certified Financial Analyst in Taiwan.
Mr. Hsu has not entered into a service agreement with the Company and there is no fixed term for his service, except his appointment being subject to the rotation and re-election requirement in accordance with the Articles of Association of the Company. For the financial year ended 31 December 2024, Mr. Hsu received total emolument of RMB562,307 which included director's fee, salary and other emolument. The emoluments payable to Mr. Hsu is subject to review by the Board each year. The emoluments of Mr. Hsu were determined by reference to his duties and responsibilities within the Group.
Mr. Hsu (i) is not connected with any other directors, senior management, substantial or controlling shareholders of the Company; and (ii) does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Mr. Hsu has not held directorship or major appointment in any other public listed companies in the past three years. In addition, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no any other matters that need to be brought to the attention of Shareholders.
Mr. Hsu had served the Company as an Independent Non-executive Director for more than nine years. The Company believes that Mr. Hsu remains independent and can independently express opinions on matters of the Company.
APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
The particulars of the new Director proposed to be elected at the Annual General Meeting are as follows:
Mr. Man Mo Leung, aged 72, Proposed Independent Non-executive Director
Mr. Man Mo Leung, holds a Bachelor of Science (Honour) Degree in Mathematics from the University College London. After graduation, he qualified as a Chartered Accountant in England & Wales in 1978. Mr Man has over 30 years of rich experience in auditing, risk management and corporate advisory services. He was the Executive Chairman of Mazars CPA Ltd., Hong Kong (now Forvis Mazars CPA Ltd), an international accounting firm, from 2007 until his retirement in 2013. He was an independent non-executive director of Haitong International Securities Group Ltd from July 2004 to December 2012. Mr Man also actively served the community with appointments as member of District Board/Council of Tai Po, the Consumer Council, District Fight Crime Committee, Tai Po (Chairman) and NT Heung Yee Kuk. Mr Man is a founding member and Council member of the Hong Kong Institute of Directors and its Treasurer from 2011 to 2024.
Subject to the election of Mr. Man as an independent non-executive Director at the Annual General Meeting, the Company will enter into a letter of appointment with Mr. Man under which Mr. Man will receive an annual emolument of US$60,000. The appointment of Mr. Man will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of the Company. Mr. Man's emolument was determined by the Board with reference to his duties and responsibilities and the prevailing market rate. The letter of appointment can be terminated by either party by giving the other three months' notice in advance.
Mr. Man (i) is not connected with any other directors, senior management, substantial or controlling shareholders of the Company; (ii) does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.; and (iii) has not held directorship or major appointment in any other public listed companies in the past three years. In addition, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters in relation to his election that need to be brought to the attention of Shareholders.
Mr. Man has confirmed (a) his independence as regards to each of the factors contained in Rule 3.13(1) to (8) of the Listing Rules; (b) that he is financially independent of the Company or its subsidiaries or any core connected persons (as such term is defined in the Listing Rules) of the Company; and (c) that there are no other factors that may affect his independence at the time of his appointment.
NOTICE OF ANNUAL GENERAL MEETING
康師傅控股
TINGYI (CAYMAN ISLANDS) HOLDING CORP.
康師傅控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 0322)
NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING of the Company
will be held at the Conference Room, No. 1688 Wuzhong Road, Minhang District, Shanghai, The People's Republic of China ("PRC") on Thursday, 5 June 2025 at 9:00 a.m. for the following purposes:
- To receive and consider the audited accounts and the reports of the directors and the auditors for the year ended 31 December 2024;
- To approve the payment of a final dividend for the year ended 31 December 2024;
- To approve the payment of a special final dividend for the year ended 31 December 2024;
- To re-elect Mr. Yuko Takahashi as an executive Director and to authorize the Directors to fix his remuneration;
- To re-elect Ms. Tseng Chien as an executive Director and to authorize the Directors to fix her remuneration;
- To re-elect Mr. Hsu, Shin-Chun as an independent non-executive Director and to authorize the Directors to fix his remuneration;
- To elect Mr. Man Mo Leung as an independent non-executive Director and to authorize the Directors to fix his remuneration;
- To re-appoint Forvis Mazars CPA Limited as auditor of the Company and authorize the Directors to fix their remuneration;
To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions of the Company:
- "THAT there be granted to the Directors an unconditional general mandate to buy-back shares of the Company, and that the exercise by the Directors of all powers of the Company to buy-back shares subject to and in accordance with all applicable laws, rules and regulations be and is hereby generally and unconditionally approved, subject to the following conditions:
(a) such mandate shall not extend beyond the Relevant Period;
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NOTICE OF ANNUAL GENERAL MEETING
(b) such mandate shall authorize the Directors to procure the Company to buy-back shares at such prices as the Directors may at their discretion determine;
(c) the total number of shares repurchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent of the total number of shares of the Company in issue as at the date of passing of this Resolution; and
(d) for the purposes of this Resolution “Relevant Period” means the period from the passing of this Resolution until which ever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of the Company or any applicable law to be held; and
(iii) the revocation or variation of this Resolution by an Ordinary Resolution of the shareholders of the Company in general meeting.”
By Order of the Board of
Tingyi (Cayman Islands) Holding Corp.
Ip Pui Sum
Company Secretary
Hong Kong, 23 April 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
1. CLOSURE OF REGISTER
(1) To attend and vote at the annual general meeting
The register of members of the Company will be closed from 2 June 2025 to 5 June 2025 (both dates inclusive). In order to determine the identity of the shareholders who are entitled to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17th floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 30 May 2025.
(2) To qualify for the final dividends and special final dividends
The register of members of the Company will be closed from 13 June 2025 to 17 June 2025 (both dates inclusive). In order to determine the identity of the shareholders who are entitled to qualify for the final dividends and special final dividends. All transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17th floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 12 June 2025.
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Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
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For a shareholder who appoints more than one proxy, the voting right can only be exercised when a poll is taken.
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The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing. The instrument appointing a proxy, and if such instrument is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarized copy of that power of attorney or other authority shall be deposited to the Company's principal place of business in Hong Kong at Suite 5607, 56/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, or the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17th floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before holding the Meeting.
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Shareholders who intend to attend the meeting shall complete and lodge the attached reply slip to show their intention to attend the meeting with the Company to the Company's principal place of business in Hong Kong at Suite 5607, 56/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong or the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17th floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before 30 May 2025. The reply slip may be delivered to the Company by hand, by post, by cable or by facsimile.
As at the date of this circular, Mr. Wei Hong-Ming, Mr. Junichiro Ida, Mr. Wei Hong-Chen, Mr. Koji Shinohara, Mr. Yuko Takahashi and Ms. Tseng Chien are executive Directors of the Company. Mr. Hsu Shin-Chun, Mr. Lee Tiong-Hock and Mr. Masaya Tochio are independent non-executive Directors of the Company.