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 registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Famous Tech International Holdings Limited ("Company"), you should at once hand or forward this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited ("Stock Exchange") 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.
FAMOUS TECH INTERNATIONAL HOLDINGS LIMITED
名 科 國 際 控 股 有 限 公 司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock code: 8100)
- PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
- PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
- PROPOSED DECLARATION OF FINAL DIVIDEND AND SPECIAL DIVIDEND;
- PROPOSED ADOPTION OF NEW BYE-LAWS; AND
- NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM to be held at 10:00 a.m. on Friday, 9 May 2025 at Room 1-2, 2/F, 35-45B Bonham Strand, Sheung Wan, Hong Kong, is set out on pages AGM-1 to AGM-7 of this circular. A form of proxy for use by the Shareholders at the AGM is published on the website of the Stock Exchange and that of the Company.
Whether or not you are able to attend and vote at the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 10:00 a.m. (Hong Kong time) on Wednesday, 7 May 2025 or not less than 48 hours before the time appointed for holding any adjourned or postponed AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment or postponement thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
This circular will remain on the "Latest Listed Company Information" page of the Stock Exchange's website at www.hkexnews.hk for a minimum period of seven days from the date of its publication and on the Company's website at www.famoustech.com.hk.
16 April 2025
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Main Board of the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS | |||
Page | |||
Characteristics of GEM | i | ||
Definitions . . . | . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board | 4 | ||
Appendix I | - | Explanatory Statement of the Repurchase Mandate | I-1 |
Appendix II | - | Details of the retiring Directors proposed | |
to be re-electedat the AGM | II-1 | ||
Appendix III | - | Amendments brought about by the New Bye-laws | III-1 |
NOTICE OF AGM | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | AGM-1 |
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" | the annual general meeting of the Company to be held at |
10:00 a.m. on Friday, 9 May 2025 at Room 1-2, 2/F, 35- | |
45B Bonham Strand, Sheung Wan, Hong Kong, the notice | |
of which is set out on pages AGM-1 to AGM-7 of this | |
circular |
"Board"
"Bye-laws"
"CCASS"
the board of Directors
the second amended and restated bye-laws of the Company currently in force
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"close associate(s)"
"Companies Act"
"Company"
has the meaning ascribed thereto in the GEM Listing Rules
the Companies Act 1981 of Bermuda (as amended and supplemented from time to time)
Famous Tech International Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the issued Shares of which are listed on GEM
"connected person(s)"
"Director(s)"
"Extension Mandate"
has the meaning ascribed thereto in the GEM Listing Rules
the director(s) of the Company
a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate
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DEFINITIONS
"Final Dividend"
"GEM"
"GEM Listing Rules"
"General Mandate"
"Group"
"HK$"
"Hong Kong"
"Latest Practicable Date"
"New Bye-laws"
"PRC"
"Proposed Amendments"
the proposed final dividend of HK$0.002 per Share in cash for the year ended 31 December 2024 to the Shareholders whose names appear on the register of members of the Company on the Record Date
GEM operated by the Stock Exchange
the Rules Governing the Listing of Securities on GEM
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue or otherwise deal with Shares up to an amount equal to 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the resolution numbered 6 in the notice convening the
AGM
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the PRC
9 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
the third amended and restated bye-laws of the Company incorporating and consolidating all the Proposed Amendments
the People's Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan
the proposed amendments to the Bye-laws as set out in Appendix III to this circular
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DEFINITIONS
"Record Date"
"Repurchase Mandate"
"SFO"
"Share(s)"
"Shareholder(s)"
"Special Dividend"
"Stock Exchange"
"Takeovers Code"
"treasury share(s)"
"%"
Friday, 16 May 2025, being the record date for the determination of entitlement of the Shareholders to the Final Dividend and Special Dividend
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares, which shall not exceed 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the resolution numbered 5 in the notice convening the AGM
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
ordinary share(s) of HK$0.01 each in the share capital of the Company
holder(s) of the Share(s)
the proposed special dividend of HK$0.028 per Share in cash for the year ended 31 December 2024 to the Shareholders whose names appear on the register of members of the Company on the Record Date
The Stock Exchange of Hong Kong Limited
the Codes on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong
has the meaning ascribed thereto in the GEM Listing Rules
per cent.
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LETTER FROM THE BOARD
FAMOUS TECH INTERNATIONAL HOLDINGS LIMITED
名 科 國 際 控 股 有 限 公 司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock code: 8100)
Executive Directors: | Registered office: |
Mr. Wong Jing Shong (Chairman) | Clarendon House |
Mr. Lau Siu Cheong (Chief Executive Officer) | 2 Church Street |
Hamilton HM11 | |
Independent non-executive Directors: | Bermuda |
Mr. Chan Yung, SBS, BBS, JP | |
Mr. Cheng Hong Kei | Head office and principal place of |
Ms. Wong Chi Yan | business in Hong Kong: |
Room 1204-05, 12/F., Centre Point | |
181-185 Gloucester Road | |
Wanchai | |
Hong Kong | |
16 April 2025 | |
To the Shareholders | |
Dear Sir or Madam |
- PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
- PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
- PROPOSED DECLARATION OF FINAL DIVIDEND AND SPECIAL DIVIDEND; AND
- PROPOSED ADOPTION OF NEW BYE-LAWS
1. INTRODUCTION
The purpose of this circular is to give you notice of the AGM and to provide you with
information regarding (i) the proposed grant of the Repurchase Mandate, the General Mandate and the Extension Mandate; (ii) the proposed re-election of the retiring Directors; (iii) the proposed declaration of the Final Dividend and Special Dividend; and (iv) the proposed adoption of the New Bye-laws (including the Proposed Amendments).
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LETTER FROM THE BOARD
2. GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES
The general mandates previously granted to the Directors to repurchase and issue Shares by the Shareholders at the annual general meeting of the Company held on 25 June 2024 will expire at the conclusion of the AGM. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the AGM to approve the grant of new general mandates to the Directors:
- to repurchase Shares on the Stock Exchange of up to 10% of the total number of issued Shares (excluding treasury shares, if any) on the date of passing of such resolution (i.e. 44,444,823 Shares) assuming that the total number of Shares in issue remains the same at 444,448,237 Shares from the Latest Practicable Date up to the date of passing such resolution;
- to allot, issue or deal with Shares (including sale or transfer of treasury shares, if any) of up to 20% of the total number of issued Shares (excluding treasury shares, if any) on the date of passing of such resolution (i.e. 88,889,647 Shares) assuming that the total number of Shares in issue remains the same at 444,448,237 Shares from the Latest Practicable Date up to the date of passing such resolution; and
- to extend the General Mandate by the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.
The Repurchase Mandate and the General Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 5 and 6 of the notice of the AGM as set out on pages AGM-1 to AGM-7 of this circular.
The Company may only use the General Mandate for the sale or transfer of treasury shares after the Proposed Amendments are approved by the Shareholders at the AGM.
In accordance with the requirements of the GEM Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Repurchase Mandate. The explanatory statement for such purpose is set out in Appendix I to this circular.
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LETTER FROM THE BOARD
3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
Pursuant to Bye-law 84 of the Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. As such, Mr. Lau Siu Cheong and Mr. Chan Yung will retire and each of them, being eligible, will offer himself/herself for re-election at the AGM.
Recommendations to the Board for the proposal for re-election of each of Mr. Lau Siu Cheong and Mr. Chan Yung as a Director was made by the nomination committee of the Board, after considering the potential contribution each relevant Director can bring to the Board in terms of qualification, skills, experience, independence and diversity in accordance with the director nomination policy of the Company, taking into account the relevant director's biographical information and background, and considering various factors including but not limited to gender, age, cultural and educational background and professional experience as set out in the board diversity policy of the Company.
Particulars of Mr. Lau Siu Cheong and Mr. Chan Yung are set out in Appendix II to this circular.
4. PROPOSED DECLARATION OF FINAL DIVIDEND AND SPECIAL DIVIDEND
As stated in the announcement of the Company dated 21 March 2025 relating to the annual results of the Group for the year ended 31 December 2024, the Board recommended, subject to approval of the Shareholders at the AGM, the payment of the Final Dividend of HK$0.002 per Share and the Special Dividend of HK$0.028 per Share for the year ended 31 December 2024 to the Shareholders whose names appear on the register of members of the Company on Friday, 16 May 2025, being the Record Date. The Final Dividend and Special Dividend are expected to be payable on or around Wednesday, 28 May 2025.
5. PROPOSED ADOPTION OF NEW BYE-LAWS
The Board proposes to make the Proposed Amendments in order to (i) provide the Company with flexibility to hold treasury shares under the Bye-laws; and (ii) make other miscellaneous and housekeeping amendments, as well as update certain provisions with reference to the latest applicable laws of Bermuda and the GEM Listing Rules. In view of the proposed changes, the Board proposes to adopt the New Bye-laws in substitution for, and to the exclusion of, the Bye- laws.
Details of the Proposed Amendments are set out in Appendix III to this circular.
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LETTER FROM THE BOARD
The proposed adoption of the New Bye-laws is subject to the approval of the Shareholders by way of a special resolution at the AGM, and will become effective after the conclusion of the AGM.
The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Amendments conform with the requirements of the GEM Listing Rules and the legal advisers to the Company as to the laws of Bermuda have confirmed that the Proposed Amendments do not contravene or violate Bermuda law. The Company has confirmed that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.
The Proposed Amendments and the New Bye-laws are prepared in the English language. The Chinese translation thereof is for reference only and in case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.
6. AGM AND PROXY ARRANGEMENT
The notice of the AGM is set out on pages AGM-1 to AGM-7 of this circular. At the AGM, resolutions will be proposed to approve, inter alia , the grant of the Repurchase Mandate, the General Mandate, the Extension Mandate, the re-election of the retiring Directors, the proposed declaration of the Final Dividend and Special Dividend, and the proposed adoption of the New Bye-laws (including the Proposed Amendments). In compliance with the GEM Listing Rules, all resolutions will be voted on by way of a poll at the AGM.
As at the Latest Practicable Date, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder was required to abstain from voting on the resolutions to be proposed at the AGM.
A form of proxy for use at the AGM is published on the website of the Stock Exchange and that of the Company. Whether or not you are able to attend and vote at the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 10:00 a.m. (Hong Kong time) on Wednesday, 7 May 2025 or not less than 48 hours before the time appointed for holding any adjourned or postponed AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment or postponement thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
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