Shareholders’ Communication Policy — model text
Model text showing how a shareholders’ communication policy would meet the Corporate Governance Code as amended with effect from 1 July 2025. It has not been adopted and has no effect. Cheuk Nang (Holdings) Limited, Hong Kong Stock Exchange stock code 0131.
1. Introduction and purpose
1.1 The trust and confidence of shareholders depends on their being properly informed about the performance of Cheuk Nang (Holdings) Limited (the “Company”, together with its subsidiaries, the “Group”). This Policy sets out the Company’s principle of maintaining an effective ongoing dialogue with shareholders, and the means of two-way communication between the Company and its shareholders, so that shareholders and potential investors have equal, timely and ready access to information about the Company and may exercise their rights on an informed basis.
1.2 This Policy applies to all corporate communications issued to shareholders and to the investing public, including annual reports, interim reports, announcements, circulars, notices of general meetings, proxy forms and the results of voting at general meetings.
1.3 This Policy is adopted in accordance with Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), being the Corporate Governance Code. It is subject to the Listing Rules, the Companies Ordinance (Cap. 622), the Securities and Futures Ordinance (Cap. 571) and the Company’s Articles of Association, which prevail in the event of any inconsistency.
2. Means of communication with shareholders
2.1 General meetings
The Company holds an annual general meeting once every year and encourages shareholders to attend and to participate. The Board regards the annual general meeting as an important event in the corporate year, and all Directors and senior executives make a special effort to attend.
- The chairman of the general meeting proposes a separate resolution for each substantially separate issue, and in particular on the financial statements and on the election or re-election of each individual Director. Resolutions are decided by poll and the results are published on the website of Hong Kong Exchanges and Clearing Limited (“HKEXnews”) and on the Company’s website as soon as practicable after the meeting.
- The Chairman of the Board attends the annual general meeting and arranges for the chairmen of all Board committees to attend and answer questions. In the absence of the chairman of a Board committee, another member of that committee attends, or failing that a duly appointed delegate. Where the Chairman of the Board does not attend, the Company discloses that fact and the reason for it in accordance with the Corporate Governance Code.
- The chairman of an independent board committee, if one has been established, is available to answer questions at any general meeting convened to approve a connected transaction or any other transaction requiring the approval of independent shareholders.
- Management ensures that the external auditor attends the annual general meeting to answer questions on the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies and auditor independence.
- Notice of an annual general meeting and the related papers are sent to shareholders not less than 20 clear business days before the meeting. For any other general meeting, not less than 10 clear business days before the meeting, unless the business to be conducted requires special notice.
2.2 Corporate reports and announcements
Financial reporting. The Company aims to present a clear and balanced assessment of its financial position and prospects. Financial results are announced as early as practicable. Audited annual financial statements are published within three months after the end of the financial year, and interim financial statements within two months after the end of the half-year period.
Announcements. Announcements of the Company’s half-yearly and annual performance, and all other corporate communications, are published on HKEXnews and on the Company’s website.
2.3 The Company’s website
The Company uses its website to make information widely available. The website carries the Group’s latest and material information, including corporate communications, the list of Directors identifying their roles and functions and which of them are independent non-executive Directors, the Company’s constitutional documents and its governance policies.
Not all shareholders and stakeholders have ready access to the internet. Hard copies of information carried on the Company’s website are available free of charge on request to the Company Secretary or the share registrar.
2.4 Dissemination and language
2.4.1 The Company gives priority to electronic dissemination, to improve efficiency and to reduce the Group’s environmental impact. Shareholders who have provided an email address are notified by email when a corporate communication is published.
2.4.2 A shareholder may elect to receive corporate communications in English only, in Chinese only, or in both languages, and may change that election by notice to the share registrar.
3. Communication channels
3.1 The Company Secretary is the formal channel by which a shareholder may put an enquiry to the Board, and directs such enquiries to the Board for handling.
3.2 The Communications Officer monitors shareholder, investor and media communications and is a further contact point for shareholders. Routine enquiries are answered by the Communications Officer. Any enquiry that must be put to the Board, or that concerns the Company’s regulatory obligations, is referred to the Company Secretary.
3.3 The share registrar deals with share registration, dividends, transfer of shares, lost certificates and changes of personal particulars.
3.4 Investors, analysts and the media. The Company maintains contact with investors, analysts, fund managers and the media through individual interviews and meetings, and responds to requests for information within a reasonable time.
3.5 Shareholder correspondence. The Company aims to provide a substantive reply within fourteen days to a written shareholder enquiry. Where an enquiry raises a matter of more general interest to shareholders, the Company takes that into account and seeks to address it in subsequent corporate communications to all shareholders.
4. Soliciting and understanding the views of shareholders and stakeholders
4.1 Communication with shareholders is a dialogue. The Company belongs to its shareholders; they have the right to express their opinions and the Company has a duty to listen.
4.2 The Company seeks to solicit and understand the views of its shareholders and other key stakeholders through:
- face-to-face dialogue with shareholders at the annual general meeting, at which shareholders may raise comments and exchange views with the Board;
- telephone and email contact, on the details in Section 9, which shareholders are welcome to use at any time;
- written correspondence, handled in accordance with Section 3.5;
- meetings with investors, analysts and fund managers; and
- in the case of other stakeholder groups, the channels described in the Group’s Environmental, Social and Governance report.
4.3 The Board takes the views received into account when setting the Company’s policies and strategy.
Supports the mandatory disclosure requirement at paragraph L(b) of Appendix C1: the steps taken to solicit and understand the views of shareholders and other key stakeholders.
5. The Board’s engagement with shareholders
5.1 The Board engages with shareholders directly at general meetings and, where appropriate, through meetings with investors and shareholder groups.
5.2 The Company Secretary records the Board’s engagement with shareholders during each financial year, including the nature of each engagement, its frequency, the groups of shareholders involved, the representatives of the Company who took part, and how the outcomes were followed up. That record supports the disclosure required in the Corporate Governance Report.
Supports the mandatory disclosure requirement at paragraph L(d) of Appendix C1 and Code Provision F.1.1.
6. Records
6.1 The Company Secretary keeps a record of shareholder enquiries received and of how they were dealt with, sufficient to support the disclosures required in the Corporate Governance Report.
7. Shareholders’ rights
The following summarises the principal procedures available to shareholders. These are governed by the Companies Ordinance and the Company’s Articles of Association, which prevail over this summary in the event of any inconsistency.
7.1 Convening an extraordinary general meeting
Registered shareholders representing at least 5% of the total voting rights of all shareholders having a right to vote at general meetings may request the Company to call an extraordinary general meeting. The request must state the general nature of the business to be dealt with, be signed by the requisitionists, and be deposited at the Registered Office for the attention of the Company Secretary. If the resolution is to be proposed as a special resolution, the request must include its text and state that intention.
The Directors must call the meeting within 21 days of the deposit of a valid request, and the meeting must be held within 28 days of the date of the notice convening it. If they fail to do so, the requisitionists, or those representing more than half of their total voting rights, may themselves call the meeting, to be held within three months of the deposit of the request, and the Company must reimburse their reasonable expenses.
7.2 Putting enquiries to the Board
A shareholder may put an enquiry to the Board through the Company Secretary, who will direct it to the Board for handling. Contact details are in Section 9.
7.3 Putting forward proposals at general meetings
Circulation of a shareholders’ statement. Registered shareholders representing at least 2.5% of the total voting rights, or at least 50 shareholders having a relevant right to vote, may require the Company to circulate a statement of not more than 1,000 words on a matter mentioned in a proposed resolution or other business to be dealt with at a general meeting. The request must be signed by the requisitionists, deposited at the Registered Office for the attention of the Company Secretary, identify the statement, and be received at least seven days before the meeting. Where the meeting is an annual general meeting and the request arrives in time for the statement to be sent with the notice, the Company bears the cost; otherwise the requisitionists bear it and must deposit a sufficient sum no later than seven days before the meeting, unless the Company resolves otherwise.
Notice of a resolution at an annual general meeting. Registered shareholders representing at least 2.5% of the total voting rights, or at least 50 shareholders having a right to vote on the resolution, may require the Company to give notice of a resolution intended to be moved at an annual general meeting. The request must be signed by the requisitionists, deposited at the Registered Office for the attention of the Company Secretary, identify the resolution, and be received no later than six weeks before the meeting or, if later, when notice of the meeting is given. The Company bears the cost of giving that notice.
7.4 Nomination of a person for election as a Director
Under Article 107 of the Articles of Association, a shareholder may propose a person for election as a Director at any general meeting by giving the Company written notice of that intention, together with written notice from that person of their willingness to be elected. The notices may be lodged no earlier than the day after despatch of the notice of the general meeting appointed for the election, and no later than seven days before that meeting.
This Section reflects, and is to be read with, the Company’s Procedures for Shareholders to Propose a Person for Election as a Director.
8. Inside information and confidentiality
8.1 Information is made available to all shareholders on an equal basis. The Company does not make selective disclosure of information that has not been publicly released.
8.2 Nothing in this Policy requires or permits the disclosure of information that is confidential, commercially sensitive or price-sensitive otherwise than in accordance with the Listing Rules and Part XIVA of the Securities and Futures Ordinance.
8.3 Where a shareholder enquiry cannot be answered without disclosing inside information, the Company will not answer it selectively. The information will either be disclosed to the market in accordance with the Listing Rules, or the enquiry will be declined with an explanation.
8.4 Only the Chairman of the Board or, where the Chairman is unable to act, the Vice Chairman, together with the Company Secretary and the Communications Officer, or persons authorised by them, are authorised to speak for the Company to shareholders, investors, analysts or the media.
8.5 This Policy is to be read with the Company’s Inside Information Disclosure Policy.
9. Contact details
Company Secretary Cheuk Nang (Holdings) Limited Suite 4901, 49/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong Email: [email protected] Telephone: (852) 2526 7799 Fax: (852) 2521 7728
Share registrar Computershare Hong Kong Investor Services Limited 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong Investor enquiry hotline: (852) 2862 8628
Websites Company website: www.cheuknang.com.hk HKEXnews: www.hkexnews.hk
Comments, questions or queries regarding this Policy may be addressed to the Company Secretary at the address above or by email to [email protected].
10. Dividend policy
10.1 The Company’s dividend policy is a separate instrument. This Policy does not contain it.
10.2 The dividend policy, and the key factors that the Board considers in making a dividend decision, are disclosed in the Corporate Governance Report contained in the annual report. Where the Company does not have a dividend policy, the Corporate Governance Report states that fact and the reason for it.
Addresses the mandatory disclosure requirement at paragraph M of Appendix C1.
11. Review
11.1 The Board reviews the implementation and effectiveness of this Policy at least once in each financial year, having regard to regulatory requirements and to the expectations of shareholders and investors. In doing so it considers the enquiries received during the year and how they were dealt with, shareholder attendance and participation at general meetings, and whether the channels in Sections 2 to 4 remain adequate and accessible.
11.2 The Board records the conclusion of the review and the basis on which it was reached. That conclusion, and how it was reached, is disclosed in the Corporate Governance Report contained in the annual report.
11.3 The Board may amend this Policy. Any material amendment requires the approval of the Board. Changes to this Policy are published on the Company’s website, and the current version is available there.
Supports the mandatory disclosure requirement at paragraph L(c) of Appendix C1: a statement of the Board’s review of the implementation and effectiveness of the policy, conducted during the financial year, including how the Board arrived at its conclusion.
12. Status
| This document | Model text. Not adopted, and of no effect |
| Prepared | July 2026 |
| Drafted against | Appendix C1 to the Main Board Listing Rules, as amended with effect from 1 July 2025 |
| The policy in force | Shareholders’ Communication Policy adopted on 30 March 2012 |
This model text is prepared in English and in Chinese. In the event of any inconsistency, the English version prevails.